Examples of Core MTS Business in a sentence
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.
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.
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.
To the knowledge of MCK, no claim has ever been made by a Taxing Authority in a jurisdiction where any MCK Contributed Entity, or, with respect to the MCK Contributed Assets and Core MTS Business, any of MCK and its Affiliates, does not file Tax Returns that it is or may be subject to taxation by that jurisdiction as a consequence of operating the Core MTS Business.
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.
Echo has been given the opportunity to ask questions of and receive answers from the Company and MCK concerning the Core MTS Business, the Transactions and all other related matters.
To the extent that NewCo fails to meet such service level standards with respect to any Services notwithstanding that NewCo is exercising commercially reasonable efforts, NewCo will ensure that McKesson RemainCo is not adversely discriminated against as compared to NewCo’s provision of comparable services for its Core MTS Business.
Notwithstanding anything in this Agreement or the Transaction Documents, the Parties acknowledge and agree that the Company will be responsible for all third party expenses (including capex) relating to revenue convergence for the Core MTS Business.