FMC’s Obligations. FMC agrees to give to STN prompt written notice of ----------------- each such claim made by a person not a party to this Agreement with respect to any matter to which the foregoing immediately relates, and FMC agrees to cooperate with STN in defense of any such claim provided any expenses incurred in so doing are borne by STN. Ten (10) days shall be deemed reasonable notice except in situations where FMC can reasonably determine from the nature of the claim asserted that more prompt Notice to STN is necessary. Failure to give timely notice shall not constitute a defense, in whole or in part, to any claim by FMC, except and only to the extent that such failure by FMC shall result in prejudice, damage or loss to STN. FMC shall cooperate with and assist STN, to the maximum extent reasonably possible. Any payment resulting from such defense or settlement, together with the total expense thereof, shall be borne solely by STN. Notwithstanding the above, this shall not include standard routine examinations by the SEC or the PHLX, which are undertaken by such organizations in the ordinary course of business.
FMC’s Obligations a. FMC will provide to COUNTY and its residents the Coast2Coast Rx discount prescription card at no cost to its residents or COUNTY, and will pay a Royalty to COUNTY based on the use thereof. The Royalty will be paid at its full rate as listed on Schedule “A” so long as COUNTY has not endorsed another discount prescription card after the execution of this Agreement. In the event COUNTY does execute an agreement with another discount prescription card after the execution of this Agreement, the Royalty will be paid as set forth in paragraph 3 of Schedule “A.”
FMC’s Obligations. FMC will provide to COUNTY the opportunity to provide its residents the free Coast2Coast Rx discount prescription card at no cost and will pay a Royalty to COUNTY based on the use thereof for the Coast 2Coast Rx card. The Royalty will be paid at its full rate as listed on Schedule “A” so long as COUNTY has not endorsed another discount prescription card after the execution of this Agreement. In the event COUNTY does execute an agreement with another discount prescription card after the execution of this Agreement, FMC will reduce the Royalty listed in Schedule “A” to twenty-five cents ($.25) for every prescription filled that results in a paid claim to FMC.
