Core MTS Business definition

Core MTS Business means the entities (including the assets and properties held by such entities) and other assets, properties and businesses that are owned, held or used primarily in the conduct of the McKesson Technology Solutions business, including the MCK Licensed Intellectual Property, including those reflected, as of the Balance Sheet Date, in the Unaudited MTS Financials, including the businesses of McKesson Health Solutions, McKesson Business Performance Services, McKesson Connected Care & Analytics, and McKesson Imaging & Workflow Solutions, but excluding the McKesson EIS Business and McKesson RHP, as more specifically set forth (as of the date of this Agreement) on Section 1.01 of the MCK Disclosure Schedule.

Core MTS Business means the McKesson’s Technology Solutions businesses, excluding McKesson’s Enterprise Information Solutions business and RelayHealth Pharmacy Network, as more particularly described in the Offering Circular.

Core MTS Business means the McKesson’s Technology Solutions businesses, excluding McKesson’s Enterprise Information Solutions business and RelayHealth Pharmacy Network.

Examples of Core MTS Business in a sentence

• Upon NewCo’s reasonable request, for shared information technology agreements with third-parties which are not included in the MCK Contributed Assets where the vendor will, upon request, divide the license, MCK and NewCo shall work together and exercise commercially reasonable efforts to cause the portions of such licensed units that have been primarily used by the Core MTS Business to be assigned to NewCo under an enterprise or other agreement with the relevant information technology vendor.

• The use of a new third-party to provide a Service, who had not previously provided an applicable Service to the Core MTS Business prior to Closing, shall require NewCo’s consent (including directly entering a HIPAA-compliant business associate agreement with NewCo if necessary), such consent not to be unreasonably withheld.

• To the extent that MCK fails to meet such service level standards with respect to any Services notwithstanding that MCK is exercising commercially reasonable efforts, MCK will ensure that the Core MTS Business is not adversely discriminated against as compared to MCK’s other business units for which MCK is performing comparable Services.

• If MCK has not notified NewCo of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business as operated prior to the Closing compared to MCK’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

• Unless expressly set forth otherwise in the Service Schedule and subject to the terms and conditions hereof, MCK will provide, or cause to be provided by its Affiliates, the Services in substantially the same manner scope, content and quality standard and at substantially the same level as such or similar Services were performed by MCK for the Core MTS Business during the twelve months prior to the Closing Date.

• There is no, and since January 1, 2015 there has not been any, action, suit, investigation or proceeding pending against or, to the knowledge of MCK, threatened against Core MTS Business, MCK or its Affiliates which, if determined adversely to Core MTS Business, MCK or its Affiliates, has had or would reasonably be expected to result in injunctive relief or liability, individually or in the aggregate, to the Core MTS Business in excess of $5,000,000.

• If NewCo has not notified MCK of the discontinuation of a Service that it provides for the Core MTS Business, and such discontinuation would disproportionately affect EIS as operated prior to the Closing compared to the Core MTS Business, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

• Prior to Closing, MCK shall deliver to the Echo Parties audited financial statements for the Core MTS Business for the fiscal years ended March 31, 2015 and 2016 (the “Core MTS Financial Statements”).

• Any such access will be strictly for the purpose of performing accounting and finance functions for the Core MTS Business and shall be consistent with MCK’s and the Company’s security, privacy and confidentiality requirements.

• Unless expressly set forth otherwise in the Service Schedule and subject to the terms and conditions hereof, NewCo will provide, or cause to be provided by its Affiliates, the Services in substantially the same manner scope, content and quality standard and at substantially the same level as such or similar Services were performed by the Core MTS Business for McKesson RemainCo during the twelve months prior to the Closing Date.