Rebate Adjustment. (i) In the event that the Independent Verifying Party shall determine that Medco is entitled to an Additional Rebate Amount with respect to any Calendar Year, Merck shall adjust the rebates for the four consecutive Calendar Quarters commencing with the Calendar Quarter beginning July 1 of the Calendar Year in which the Independent Verifying Party determines that Medco is entitled to an Additional Rebate Amount in such a way that Medco will have an opportunity to earn the Additional Rebate Amount during that period of four consecutive Calendar Quarters in addition to the rebates it would otherwise have an opportunity to earn during those Calendar Quarters. Notwithstanding anything herein to the contrary, Medco shall be entitled to no Additional Rebate Amount and no such adjustment will be required or made to the extent that, in the judgment of Merck, any such Additional Rebate Amount or any such adjustment would, alone or together with any other price reduction or other payment pursuant to this Restated Agreement (including any rebate or prompt payment discount) at any time available to any Medco Party, establish a new Best Price for Merck during any period with respect to any Merck Product, and the amount of any Additional Rebate Amount to which Medco would otherwise be entitled under this Section 4.4 shall be allocated and reduced to the extent necessary in the judgment of Merck so that such Additional Rebate Amount shall not establish a new Best Price with respect to any Merck Product.
Rebate Adjustment. On the Effective Date of this Agreement, the Bank of Canada’s prime rate will be set out in the Rebate Calculation section of this Agreement. This rate will constitute the “Rebate Adjustment Base Rate”. The Rebate Adjustment Base Rate will be used by the Bank for the purpose of calculating the annual rebate and, within said calculation, to determine the number of basis points that will either be added or subtracted from the “Unadjusted Rebate Rate(s)” as set out in the Rebate Calculation section of this Agreement. For every 50bps change in the Bank of Canada’s average monthly prime lending rate over the previous twelve months as compared to the Rebate Adjustment Base Rate, the Unadjusted Rebate Rate(s) will be adjusted by 2bps. For example, if the Bank of Canada’s average monthly prime lending rate for the previous twelve months has gone up by 50 bps compared to the Rebate Adjustment Base Rate, then the Unadjusted Rebate Rate(s) will be reduced by 2 bps. Conversely, if the Bank of Canada’s average monthly prime lending rate for the previous twelve months has gone down by 50 bps compared to the Rebate Adjustment Base Rate, then the Unadjusted Rebate Rate(s) will be increased by 2 bps. This correction will apply to the first 50 bps and multiples thereof. For example, an increase in the Bank of Canada’s average monthly prime lending rate for the previous twelve months of 153bps would lead to a reduction in the Unadjusted Rebate Rate(s) of 6 bps. The Bank of Canada’s prime lending rate is posted and available for your review in the Bank’s branches and online at xxx.xxxxxxxxxx.xxx.
Rebate Adjustment. Within 180 calendar days after the Closing Date, the Purchaser shall prepare and deliver to the Vendors’ Representative, a statement setting out the Rebate Adjustment as of the Closing Date, which shall be final and binding upon the Parties, absent manifest error.
