UWS AFFILIATES Sample Clauses

UWS AFFILIATES. UHC and each University Provider also promises that, at all times during the term of this Agreement, upon request, they shall enter into contracts to provide to the UWS Entities and each of their respective affiliates (which shall include, without limitation, as to Blue Cross any other Blue Cross or Blue Shield licensee) the benefit of the Best Price Guarantee on any products or services that UHC or the applicable University Provider may offer or provide to any other party. Any such contract shall initially include a price that is at least as favorable to the UWS Entities as the then prevailing Best Price assuming that the other terms and conditions are substantially similar, as far as reasonably possible, to those set forth in the contract which includes the Best Price, except as the parties may otherwise agree. Volume limitations or targets in such contracts are applied as follows. For PPO Products and tertiary care contracts for HMOs, the UWS Entities will receive the Best Price regardless of the UWS Entities' volume. Best Price on a PPO Product shall be the Best Price actually realized by another party under a contract with UHC for the prior year or the current year. To the extent that the price for other Products established under any contract is specifically linked to a certain volume of business, then the UWS Entities shall be required to meet such volume requirement. For purposes of determining whether the UWS Entity meets the volume requirement, the volume used shall be the potential volume of business available from the UWS Entities (excluding Unity) and their affiliates without regard to Products. Further, for transplants and any other niche products agreed upon by the parties, the Best Price shall apply only to like volumes of business.
Sample 1
AutoNDA by SimpleDocs

Related to UWS AFFILIATES

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Subsidiaries and Affiliates The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Transfer to Affiliates For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

  • Sales to Affiliates No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.

  • Company Affiliates No later than 30 days after the date of this Agreement, the Company shall deliver to Parent a list of names and addresses of those persons who were, in the Company’s reasonable judgment, on such date, affiliates (within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act (each such person being a “Company Affiliate”)) of the Company. The Company shall provide Parent with such information and documents that the Company has in its possession as Parent shall reasonably request for purposes of reviewing such list. The Company shall use its reasonable best efforts to deliver or cause to be delivered to Parent, prior to the Effective time, an affiliate letter substantially in the form attached hereto as Exhibit 6.08, executed by each of the Company Affiliates identified in the foregoing list and any person who shall, to the knowledge of the Company, have become a Company Affiliate subsequent to the delivery of such list.

  • Independent Contractors Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.

Time is Money Join Law Insider Premium to draft better contracts faster.