Common use of Chargeback Claims Clause in Contracts

Chargeback Claims. Seller shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks), as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date. Purchaser shall process and be financially and legally responsible for all Chargeback Claims related to Products sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) on or after the Closing Date. The date on which Products shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products from Seller’s Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller to Purchaser. Until such approval is obtained, Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, and Purchaser shall reimburse Seller for same. Purchaser and Seller agree that (A) Seller’s financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has chargeback obligations as of the Closing Date, and (B) any such chargebacks issued by Seller shall be made in accordance with terms and conditions of Seller’s obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of Seller’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products sold by a wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s obligation.

Chargeback Claims. (i) Seller shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”and associated administrative fees) (the "CHARGEBACK CLAIMS") related to Products the Product sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks), as evidenced in the invoice date within the Chargeback Claims, on or prior to the Closing Date. Purchaser shall process and be financially and legally responsible for all Chargeback Claims related to Products the Product sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) on or after the Closing Date. The date on which Products shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products the Product from Seller’s 's (and Seller Sub's) Federal Supply Schedule ("FSS") before the responsibility of processing such claims rebates is transferred from Seller or Seller Sub to Purchaser. Until such approval is obtained, Seller (or Seller Sub) shall continue to be responsible for processing the Federal Supply Schedule FSS Chargeback Claims for which Purchaser is financially responsible on Purchaser’s 's behalf, and Purchaser shall reimburse Seller for samesame as set forth below. Purchaser and Seller agree that (Ai) Seller’s 's and Seller Sub's financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller or Seller Sub has chargeback obligations as of the Closing Date, and (Bii) any such chargebacks Chargeback Claims issued by Seller or Seller Sub shall be made in accordance with on terms and conditions of equivalent to Seller’s 's and Seller Sub's obligations as of the Closing Date with respect to each customer as set forth in Seller's and shall be solely based on the Seller Sub's terms and conditions of Seller’s agreements agreement with the respective customer, as such terms and conditions existed customer as of the Closing Date. Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks Chargeback Claims relate to the Products sold by a wholesaler on or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s 's obligation.

Chargeback Claims. Seller (i) Sellers shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products Product sold in the U.S. by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks)any wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date. Purchaser shall process and be financially and legally responsible for all Chargeback Claims related to Products Product sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) in the U.S. on or after the Closing Date. The date on which Products Product shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products Product from Seller’s Sellers’ Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller Sellers to Purchaser. Until such approval is obtained, Seller Sellers shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, and Purchaser shall reimburse Seller Sellers for same. Purchaser and Seller Sellers agree that (A) Seller’s Sellers’ financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has Sellers have chargeback obligations as of the Closing Date, and (B) any such chargebacks issued by a Seller shall be made in accordance with terms and conditions of such Seller’s obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of such Seller’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller Sellers shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products Product sold by a wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s Sellers’ obligation.

Chargeback Claims. (i) The Parties acknowledge that Seller does not have commercial chargeback agreements, and that chargebacks arise only with respect to the Seller’s Federal Supply Schedule and 340B/PHS agreements. The Seller shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products sold by each wholesale and account-level under the Seller’s customer contracts (including hospitals, health systems Seller’s Federal Supply Schedule and integrated delivery networks), as evidenced in 340B/PHS agreements) by the invoice date within the Chargeback Claims, prior wholesaler or distributor. Prior to the Closing Date. Date and for the duration of the Government Rebates/Discounts/Fees Tail Period, the Purchaser shall process (subject to the Transition Services Agreement) and be financially and legally responsible only for all Chargeback Claims related to Products sold by each wholesale and account-level under the Purchaser’s customer (including hospitals, health systems and integrated delivery networks) on or after the Closing Date. The date on which Products shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped contracts by the applicable wholesalerwholesaler or distributor. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products from the Seller’s Federal Supply Schedule before the responsibility of processing such claims is transferred from the Seller to the Purchaser. Until such approval is obtainedobtained (and thereafter, to the extent provided in the Transition Services Agreement), the Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on the Purchaser’s behalf, behalf to the extent provided in the Transition Services Agreement and the Purchaser shall reimburse the Seller for sameas set forth in the Transition Services Agreement. The Purchaser and the Seller agree that (A) the Seller’s financial liability for the Chargeback Claims shall be limited to those commercial customers with which the Seller has chargeback obligations as of the Closing Date, Date and (B) any such chargebacks issued by the Seller shall be made in accordance with terms and conditions of the Seller’s obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of the Seller’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products sold by a wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s obligation.

Chargeback Claims. (i) Seller shall be financially and legally responsible for all chargeback claims (“"Chargeback Claims”") related to Products sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks)the wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date and during the *** period following the Closing Date. Purchaser Purchasers shall process and be financially and legally responsible for all Chargeback Claims related to Products sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) on or after the *** following the Closing Date. The date on which Products shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products from Seller’s 's Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller to PurchaserPurchasers. Until such approval is obtained, Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s Purchasers' behalf, and Purchaser Purchasers shall reimburse Seller for same. Purchaser Purchasers and Seller agree that (A) Seller’s 's financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has chargeback obligations as of the Closing Date, and (B) any such chargebacks issued by Seller shall be made in accordance with terms and conditions of Seller’s 's obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of Seller’s 's agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products sold by a the wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to or during the *** period following the Closing Date for purposes of determining Seller’s 's obligation.

Chargeback Claims. Seller Sellers shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks), as evidenced in the invoice date within the Chargeback Claims, wholesaler or distributor prior to the Closing Date and during the thirty (30) day period following the Closing Date. Purchaser shall process and be financially and legally responsible for all Chargeback Claims related to Products sold by each wholesale and account-level customer on or after such period, but only to the extent such Chargeback Claims do not exceed $200,000 in the aggregate. If after the thirty (including hospitals30) day period following the Closing Date such Chargeback Claims related to the Products exceed $200,000 in the aggregate the Parties shall determine, health systems and integrated delivery networks) on in accordance with this Section 6.17(c), whether any such Chargeback Claim relates to Products sold before or after the Closing Date, with the Sellers assuming financial and legal responsibility for those Chargeback Claims which relate to sales occurring prior to the Closing Date and during the thirty (30) day period following the Closing Date, and the Purchaser assuming financial and legal responsibility for those Chargeback Claims which relate to sales occurring after the Closing Date. The For the purposes of this Section 6.17(c), the date on which Products shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products from SellerCPI’s Federal Supply Schedule must be approved before the responsibility of processing such claims is transferred from Seller Sellers to Purchaser. Sellers will use reasonable best efforts to obtain such approval as promptly as possible after the Closing Date. Until such approval is obtained, Seller Sellers shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, and Purchaser shall reimburse Seller Sellers for samesame as set forth below. Purchaser and Seller Sellers agree that (A) Seller’s Sellers’ financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has Sellers or CPI have chargeback obligations as of the Closing Date, and (B) any such chargebacks Chargeback Claims issued by Seller Sellers shall be made in accordance with terms and conditions of Seller’s Sellers’ obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of SellerSellers’ or CPI’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller Sellers shall utilize records from third third-party rebate administrators to demonstrate which chargebacks relate to Products sold by a the wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, distributor prior to or during the thirty (30) day period following the Closing Date for purposes of determining Seller’s Sellers’ obligation. The foregoing provisions of this Section 6.17(c) shall apply except to the extent otherwise provided pursuant to the terms of the Transition Services Agreement.

Chargeback Claims. (i) Seller shall be financially and legally responsible for all chargeback claims (the “Chargeback Claims”) related to Products Infergen sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks), as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date[...***...]. Purchaser Buyer shall process and be financially and legally responsible for all Chargeback Claims related to Products Infergen sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) on or after the Closing Date[...***...]. The date on which Products Infergen shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties parties acknowledge that the VA National Acquisition Center must approve the removal of Products Infergen from Seller’s Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller to PurchaserBuyer. Until such approval is obtained, Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on PurchaserBuyer’s behalf, and Purchaser Buyer shall reimburse Seller for same. Purchaser Buyer and Seller agree that (A) Seller’s financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has chargeback obligations as of the Closing Date, and (Bii) any such chargebacks issued by Seller shall be made in accordance with terms and conditions of Seller’s obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of Seller’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products sold by a wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s obligation[...***...].

Chargeback Claims. Seller (i) Sellers shall process and be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products Product that can be identified as having been sold by each wholesale or on behalf of Sellers or any of their respective Affiliates, and, for Product that cannot be so identified, for Chargeback Claims related to Product sold (A) prior to the Closing and account-level customer (including hospitals, health systems and integrated delivery networks)B) during the [***] day period following the Closing Date, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date. Purchaser Purchasers shall process and be financially and legally responsible for all Chargeback Claims related to Products that can be identified as having been sold by each wholesale and account-level customer (including hospitalsor on behalf of Purchaser, health systems and integrated delivery networks) and, for Product that cannot be so identified, for Chargeback Claims related to Product sold on or after the [***] day following the Closing Date, as evidenced in the invoice date within the Chargeback Claims. The date on which Products shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products from Seller’s Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller to Purchaser. Until such approval is obtained, Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, Purchasers and Purchaser shall reimburse Seller for same. Purchaser and Seller Sellers agree that (A1) Seller’s Sellers’ financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has chargeback obligations as of the Closing Date, [***] and (B2) any such chargebacks issued by Seller Sellers shall be made in accordance with terms and conditions of Seller’s Sellers’ or their Affiliates’ obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of Seller’s Sellers’ or their respective Affiliates’ agreements with the respective customer, as such terms and conditions existed as of the Closing DateClosing. Seller Sellers shall utilize records from third party Third Party rebate administrators to demonstrate which chargebacks relate to Products Product sold by a the wholesaler or distributor, as evidenced in the invoice date [***] within the Chargeback Claims, prior to or during the [***] day period following the Closing Date for purposes of determining Seller’s obligationSellers’ obligations.