SDI. The District shall pay 50% of the premium for short-term disability insurance. Employees will be required to pay the other 50% of that premium.
SDI. During the term of this Agreement neither SDI nor its Affiliates shall directly or indirectly [*] a Competing Product in the Territory, except that where a Competing Product is obtained by SDI through the acquisition or merger with a third party or any other circumstances under which a third party becomes an affiliate of SDI, SDI shall have a period of one (1) year or such longer period as may be reasonable under the circumstances provided it uses all commercially reasonable efforts from the date of consummation of such acquisition or merger or other triggering event, to divest of or otherwise dispose of any [*] in such Competing Product in the Territory.
SDI. Data Contributed to or held or maintained in the SDI may only be used and disclosed by NYeC (and the vendors and service providers of NYeC, and the agents with authority to act on behalf of NYeC) for the SDI Permitted Purposes as defined in this SCPA and the SHIN-NY SOPs. The SDI Permitted Purposes shall include, at a minimum:
(i) Public health activities on behalf of public health authorities, as permitted under 45 C.F.R. § 164.512(b);
(ii) Medicaid administrative activities on behalf of NYS DOH, including evaluating services or initiatives, determining trends, coordinating care and conducting oversight, monitoring or reporting with respect to the Medicaid program as NYS DOH deems necessary;
(iii) Maintaining and operating the “Statewide Master Patient Index” and the “Statewide Patient Record Lookup,” each as defined by or described in the SHIN-NY SOPs;
(iv) Facilitating the tracking and monitoring and exchange of data related to patient consents, including, without limitation, maintaining and operating a statewide consent management system;
(v) Fulfilling its obligations related to the SHIN-NY and this SCPA, including, but not limited to, facilitating the exchange of data by and among the QEs;
(vi) Operating the SDI, including, but not limited to, (A) collecting, aggregating and performing quality assurance on data contributed to or held or maintained in or transmitted through the SDI; (B) conducting inquiries and performing discovery with respect to Core SDI Data to assess the scope of Core SDI Data and/or whether it is feasible to fulfill a potential data use request; and (C) analyzing Core SDI Data to assess the feasibility of developing new State-Funded Participant Services or other types of services to be provided through the SHIN- NY; and
(vii) Other purposes as set forth in the SHIN-NY SOPs or as may be required to implement the SHIN-NY Regulations.
SDI. At the Closing, SDI will (i) issue the SDI Preferred Shares to NSAQ by delivering to NSAQ the certificates representing such SDI Preferred Shares, which shall be duly authorized and validly issued shares free and clear of all Liens (as defined below in Section 9.2(e)), (ii) provide confirmation that NSAQ is reflected on the share register of SDI as the registered owner of the SDI Preferred Shares, and (iii) deliver to NSAQ the certificates, opinions and other agreements contemplated by Article VI hereof and the other provisions of this Agreement.
