Market Check. During the third quarter of the second contract year of the Initial Term and the third quarter of the fourth contract year of the Renewal Term, County shall have the right to conduct a market check to confirm its pricing is competitive with that of similar clients. County agrees that the market check shall be based upon the same financial assumptions of this Contract, including plan design, and that the market check will be based upon similar clients in size and type (i.e. employer group) as County. In the event that County determines its pricing is less competitive with that of similar clients, County shall provide Contractor with its market check documentation no later than the end of the third quarter of the second contract year and Contractor agrees to enter into good faith negotiations to reach agreement on acceptable financial terms in accordance with the market check for similar clients. In the event the parties are unable to agree on pricing terms by the end of the second contract year, County may terminate this Contract upon providing written notice to Contractor.
Market Check. As soon as reasonably practicable after the execution of this Term Sheet, MCC shall:
1. Use reasonable efforts to obtain, on or prior to April 19, 2019, SIC’s agreement and MDLY’s consent to amend the Agreement and Plan of Merger between MCC and SIC dated as of August 9, 2018 (the “MCC Merger Agreement”) to delete (or appropriately amend, waive or modify to the extent practicable) Section 7.10 and modify Article 9 thereof to permit the MCC Special Committee to terminate the MCC Merger Agreement if the MCC Special Committee concludes in its sole and absolute discretion that MCC should pursue a strategic alternative that the MCC Special Committee concludes in its sole and absolute discretion is superior to the transaction contemplated by the MCC Merger Agreement. The termination of the MCC Merger Agreement during the Go-Shop Period (defined below) shall not trigger a termination fee or any other payment.
2. empower and direct the MCC Special Committee to retain at MCC’s expense an independent investment bank of its choosing (the “Go-Shop Banker”) to solicit strategic alternatives for MCC upon either the amendment or waiver of the MCC Merger Agreement as contemplated by Section 1(a)(i) above, or the termination of the MCC Merger Agreement.
3. empower and direct the MCC Special Committee and its advisors to conduct a “Go-Shop” process whereby they will, upon either the amendment or waiver of the MCC Merger Agreement as contemplated by Section 1(a)(i) above, or termination of the MCC Merger Agreement, solicit the making, submission and announcement of, and encourage, facilitate and assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an alternative proposal; subject to the entry into, and in accordance with, a confidentiality agreement, the MCC Special Committee, in its discretion, may furnish to any person (and its representatives and financing sources subject to the terms and obligations of such confidentiality agreement applicable to such person) any non-public information relating to MCC or afford to any such person (and such representatives and financing sources) access to the business, properties, assets, books, records and other non-public information, and to any personnel, of MCC, in any such case with the intent to induce the making, submission and announcement of, and to encourage, facilitate and assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an alternative proposal or any inq...
Market Check. An analysis comparing (A) the amount of Insourced Acquisition Expenses paid in the previous calendar year to the Advisor or any of its Affiliates with (B) the projected amount of Acquisition Expenses for the following calendar year assuming that a Person other than the Advisor or its Affiliates performs substantially similar services for a substantially similar amount of Assets.
Market Check. Notwithstanding anything to the contrary in this Agreement, with regard to each Services Agreement, Oncor shall have the right commencing July 1, 2010 to solicit proposals from, and thereafter negotiate with, third parties for the provision of the services being provided by Vendor under such Services Agreement. In connection therewith Oncor shall be permitted to provide to the third party the applicable Services Agreement. If a third party offers to provide such services for charges less than the then current Charges, then unless Vendor agrees to provide such services on the terms and conditions being offered by the third party, including the charges being offered by the third party, within 60 days after notice to Vendor, Oncor may terminate the applicable Services Agreement as of June 30, 2011 and enter into a services agreement on such terms and conditions with the third party.
Market Check. 50 18.8 Termination For Convenience...................................................................50 18.9 Cross Termination Rights and Termination Charges..............................................51 18.10 Equitable Remedies............................................................................51
Market Check. Annually during the Term (or more frequently as mutually agreed by the Parties), a third-party, independent expert mutually agreed upon by the Parties (the “Independent Expert”) will, with respect to each Covered Jurisdiction, review the actual Take Rate for comparable (x) eBay Merchants with an Account Nationality in such Covered Jurisdiction (determined on an aggregate or average basis) and (y) Non-eBay Merchants in such Covered Jurisdiction, including Non-eBay Merchants that use or access PayPal’s services through Properties operated by a Competitive Platform Operator (other than Non-eBay Merchants that are also Competitive Platform Operators) (each such review, a “Market Check”), in accordance with the following procedures:
(a) The Independent Expert shall be an independent, external internationally recognized firm with appropriate qualifications and experience in conducting reviews of this nature.
(b) Before beginning a Market Check for a Covered Jurisdiction, the Independent Expert shall execute a confidentiality agreement with PayPal and eBay (or their respective Subsidiaries in such Covered Jurisdiction), the terms of which shall not frustrate or impede the purpose of the review or the disclosure of the results thereof to the Parties. If the Independent Expert has executed a confidentiality agreement in accordance with this Section 3.2(b) during the Term and such confidentiality agreement remains in full force and effect, the Independent Expert shall not be required to reexecute a second confidentiality agreement.
(c) The Independent Expert shall create a detailed written report of the results and findings of the Market Check for such Covered Jurisdiction (each, a “Market Check Report”) and simultaneously provide copies of each Market Check Report to both eBay and PayPal. The Independent Expert shall not disclose any Highly Sensitive Information that, if disclosed to eBay or PayPal, as applicable, would cause PayPal or eBay, as applicable, competitive harm, and shall not disclose any information to the extent disclosure of such information to such Party would violate applicable Law (including the law of a Covered Jurisdiction). Neither Party shall be required to disclose to the Independent Expert any information to the extent disclosure of such information to such Independent Expert would violate applicable Law (including the law of a Covered Jurisdiction).
(d) The Independent Expert shall conduct the Market Check in a manner that does not unreason...
Market Check. On an annual basis in the second quarter of each Contract Year upon SBBC’s reasonable request, a third party consulting firm may review the financial terms of this Agreement compared to financial offering presented to similar employers in the marketplace as deemed appropriate. The parties agree for the purpose of this market check that the third party consulting firm will compare, among other things, the following factors to determine whether SBBC is entitled to such revised pricing terms: (i) the aggregate pricing terms of such applicable clients of comparable size, inclusive of the program savings, the retail pricing for brand and generic drugs, pricing for specialty drugs, administrative fees, rebates and guarantees; (ii) the services provided by Aetna to such clients; and (iii) the plan design of such clients, which may include plan formulary, brand/generic utilization information and mail and retail utilization information. If SBBC, third party, and Aetna agree to any revisions to the financial terms as a result of this review (i) the agreement shall be amended and (ii) shall be effective January 1 of the contract year following agreement on such revisions, provided that the parties agree on final pricing not less than 120 days prior to the first day of the contract year as to which the revisions are to apply. If agreement cannot be reached, SBBC has the right to open up contract without penalty.
Market Check. Once during the second quarter of the second contract year, and at Customer’s reasonable request, Aetna and Customer or a mutually agreed upon third party with a signed non-disclosure agreement may review the financial terms of Customer compared to financial offering presented to similar employers in the marketplace as deemed appropriate. The parties agree for the purpose of this market check that Aetna or Customer's representative will compare, among other things, the following factors to determine whether Customer is entitled to such revised pricing terms: (i) the aggregate pricing terms of such applicable customers of comparable size, inclusive of the program savings, the retail pricing for brand and generic drugs, pricing for specialty drugs, administrative fees, rebates and guarantees; (ii) the services provided by Aetna to such customers; and (iii) the plan design of such customers, which may include plan formulary, brand/generic utilization information and mail and retail utilization information, available to Aetna. Customer, or its representative, shall provide Aetna with a report to substantiate its findings. Should the comparison demonstrate that the current market conditions would yield a savings of 2% or more in net costs (i.e. gross costs net of administration fees and rebate guarantees), then the parties will discuss in good faith a revision to the current pricing terms and other applicable contract provisions. If Customer and Aetna agree to any revisions to the financial terms as a result of this review:
Market Check. After the Effective Date, once at eighteen (18) month mark, Client, through its consultant experienced in pharmacy benefit management services and after the consultant has executed a reasonable non-disclosure agreement with PBM, shall review the financial terms of the PBM Agreement and compare it to financial offerings available in the marketplace for comparable clients. Client’s consultant shall confirm Client’s pricing is competitive with that of reasonably similar clients that have reasonably
Market Check. On an annual basis, after the first year of the agreement, Client may conduct a market check analysis of the pricing in Exhibits C or E against the pricing then available to substantially similar clients and for substantially similar pharmacy benefit management services to confirm its pricing is competitive with that of similar clients. Client agrees that the market check shall be based upon the same financial assumptions of this Agreement, including plan design and that the market check will be based upon similar clients in size and market as Client. Client will submit to Administrator a market check report that evaluates and compares the multiple proposals and includes all pricing elements, associated terms, and other information in sufficient detail to identify whether the comparable clients and services identified in the report are substantially similar to Client and the Services. Substantially similar clients include those with a similar number of enrolled individuals and comparable demographics (e.g., age, sex, and geographic location), utilization patterns, claim volume, and call volume. Substantially similar pharmacy benefit management services include those covering similar lines of business (e.g., commercial, Medicaid, Medicare) and types of services (e.g., retail, mail, and specialty); those based upon similar assumptions (e.g., formulary and network attributes, service levels, and contract term comparable to the remaining Term of this Agreement); and those covering a similar structure, number and complexity of benefit plans. Administrator will review Client’s market check request and respond to Client within 30 days of receipt of the market check report. If the market check report validates an aggregate annualized savings of greater than 3%, the parties will discuss, in good faith, revisions to the pricing in Exhibits C or E. Any revisions to Exhibits C or E resulting from the parties’ negotiations will be effective as of the next anniversary of the Effective Date unless otherwise agreed to by the parties, but no sooner than 30 days after completion of the market check report and upon execution of an Amendment to this Agreement. If the parties do not agree on any resulting revisions to Exhibits C or E after good faith negotiations, either party may terminate this Agreement upon 180 days prior notice of termination to the other party.”
4. The administrative fees and compensation within Exhibit “E”, Pharmacy Services, shall be deleted and replace...
