Rebate/Incentive Qualification Requirements Sample Clauses

Rebate/Incentive Qualification Requirements. In order to be eligible to earn the [DELETED] Incentive, Dialysis Center must satisfy the [DELETED] of this Exhibit 3.1.
Sample 1
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Rebate/Incentive Qualification Requirements. (a) [DELETED]: In order for Dialysis Center to be eligible to receive any rebates or incentives described in [DELETED] of this Appendix A, Dialysis Center must satisfy the following qualification requirement. No more than [DELETED] of Dialysis Center’s [DELETED] taken on an overall basis (and not separately for each Affiliate) may have [DELETED] (as that term is defined below) [DELETED] during the applicable [DELETED] of the Term of this Agreement [DELETED]. If this criteria is not met during any given [DELETED] of the Term of the Agreement, Dialysis Center will not qualify for any rebates described in [DELETED] below in this Appendix A during that [DELETED]. Failure of Dialysis Center to qualify under this provision during a particular [DELETED] shall not affect Dialysis Center’s eligibility to qualify during any other [DELETED] of the Term, nor shall Dialysis Center’s qualification during a particular [DELETED] automatically result in qualification during any other [DELETED]. The [DELETED] for each dialysis patient will be based upon the average of all [DELETED] for each patient during the applicable [DELETED]. Dialysis Center and Affiliates must provide the following information for each dialysis patient to Amgen or to a data collection vendor specified and paid for by Amgen, on a [DELETED] basis, and no later than [DELETED] days after the end of each [DELETED]. In those cases in which Amgen directs Dialysis Center to submit the following information to a data collection vendor, Dialysis Center shall be deemed to have timely submitted the information to such data collection vendor so long as it does so on a [DELETED] basis and no later than [DELETED] days after the end of each [DELETED], regardless of the date on which such vendor, in turn, submits such information to Amgen: all [DELETED] for each dialysis patient, the date of each test, and a consistent, unique, alpha-numeric identifier (sufficient consistently to track an individual patient without in any way violating the de-identification provisions of HIPAA at 45 CFR 164.514), along with the name, address and phone number of the particular Affiliate at which each patient received treatment; provided, however, that Dialysis Center shall be required to submit such test results only for those dialysis patients whose test results are actually determined by laboratories owned and operated by Dialysis Center. For any period that is not equivalent to a complete [DELETED], the calculation of [DELETED] will...
Sample 1
Rebate/Incentive Qualification Requirements. (a) In order for RCG to be eligible to receive any rebates or incentives described in Section 4 and Section 7 of this Appendix A, RCG must satisfy the following qualification requirement. No more than * may have * during each * during the Term of this Agreement *. If this criteria is not met during any * of the Term of the Agreement, RCG will not qualify for any rebates described in Section 4 and Section 7 of this Appendix A during that *. Failure of RCG to qualify under this provision during a particular *. The * for each dialysis patient will be based upon the average of all * for each patient during each *. RCG and Affiliates must provide the following information for each dialysis patient to Amgen or to a data collection vendor specified by Amgen, on a *, and no later than * after *: all * for each dialysis patient, the date of each *, and a consistent, unique, alpha-numeric identifier (sufficient consistently to track an individual patient without in any way violating the de-identification provisions of HIPAA at 45 CFR 164.514), along with the name, address and phone number of the particular Affiliate at which each patient received treatment. To the extent permitted by applicable law, Amgen may utilize the data detailed in this provision for any purpose, and reserves the right to audit all such data. Under no circumstances should such data include any patient identifiable information including, without limitation, name, all or part of social security number, address, medical record number, or prescription number. The identity of the account submitting the data and any association with the data will remain confidential. The * must be derived from * taken immediately before dialysis treatment using any automated * method *, must be reported to *, and must be submitted directly from the clinical laboratory in a format acceptable to Amgen. Handwritten reports are not acceptable; only machine readable submission of the data will be accepted; and (b) In order for RCG to be eligible to receive any rebates or incentives described in Section 7 of this Appendix A, RCG must satisfy the following qualification requirement. RCG's * of EPOGEN(R) and Aranesp(R) during * and during * by all Affiliates listed on Appendix B on the Commencement Date of this Agreement and those added at the beginning of * must equal or exceed * and * respectively *, of the * of EPOGEN(R) and Aranesp(R) by those same Affiliates for the time period from *, for *, and from * for *. For purp...
Sample 1
Rebate/Incentive Qualification Requirements. [DELETED]. In order for Dialysis Center to be eligible for any of the rebates and/or incentives set forth in this Exhibit 3.1 in a given [DELETED], it, its Designated Affiliates and Managed Centers must meet the following requirement as detailed in this Section 1.1 of this Exhibit 3.1 ([DELETED]). Failure of Dialysis Center to qualify under this provision during a particular [DELETED] shall not affect Dialysis Center’s eligibility to qualify during any other [DELETED] nor shall Dialysis Center’s qualification during a particular [DELETED] automatically result in qualification during any other calendar [DELETED].
Sample 1

Related to Rebate/Incentive Qualification Requirements

  • Tax-Free Qualification (a) Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) the Mergers, taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Regulation D Qualification Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

  • Minimum Qualifications If applicable pursuant to Article 3, I acknowledge that the Bidder meets the minimum qualification requirements established for this solicitation.

  • CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA a. When agreements are to be performed in the state by corporations, the contracting agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled. b. Doing business" is defined in R&TC Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax. c. Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling the Office of the Secretary of State.

  • Foreign Qualifications An officer of the Company shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any foreign jurisdiction in which the Company may wish to conduct business.

  • Organization, Qualification, Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

  • Due Qualification and Good Standing The Borrower is in good standing in the State of Delaware. The Borrower is duly qualified to do business and, to the extent applicable, is in good standing in each other jurisdiction in which the nature of its business, assets and properties, including the performance of its obligations under this Agreement, the other Facility Documents to which it is a party and its Constituent Documents, requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

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