Market Check. Annually during the Term (or more frequently as mutually agreed by the Parties), a third-party, independent expert mutually agreed upon by the Parties (the “Independent Expert”) will, with respect to each Covered Jurisdiction, review the actual Take Rate for comparable (x) eBay Merchants with an Account Nationality in such Covered Jurisdiction (determined on an aggregate or average basis) and (y) Non-eBay Merchants in such Covered Jurisdiction, including Non-eBay Merchants that use or access PayPal’s services through Properties operated by a Competitive Platform Operator (other than Non-eBay Merchants that are also Competitive Platform Operators) (each such review, a “Market Check”), in accordance with the following procedures:
Market Check. During the third quarter of the second contract year of the Initial Term and the third quarter of the fourth contract year of the Renewal Term, County shall have the right to conduct a market check to confirm its pricing is competitive with that of similar clients. County agrees that the market check shall be based upon the same financial assumptions of this Contract, including plan design, and that the market check will be based upon similar clients in size and type (i.e. employer group) as County. In the event that County determines its pricing is less competitive with that of similar clients, County shall provide Contractor with its market check documentation no later than the end of the third quarter of the second contract year and Contractor agrees to enter into good faith negotiations to reach agreement on acceptable financial terms in accordance with the market check for similar clients. In the event the parties are unable to agree on pricing terms by the end of the second contract year, County may terminate this Contract upon providing written notice to Contractor.
Market Check. An analysis comparing (A) the amount of Insourced Acquisition Expenses paid in the previous calendar year to the Advisor or any of its Affiliates with (B) the projected amount of Acquisition Expenses for the following calendar year assuming that a Person other than the Advisor or its Affiliates performs substantially similar services for a substantially similar amount of Assets.
Market Check. As soon as reasonably practicable after the execution of this Term Sheet, MCC shall:
Market Check. Notwithstanding anything to the contrary in this Agreement, with regard to each Services Agreement, TXU shall have the right commencing July 1, 2010 to solicit proposals from, and thereafter negotiate with, third parties for the provision of the services being provided by Vendor under such Services Agreement. In connection therewith TXU shall be permitted to provide to the third party the applicable Services Agreement. If a third party offers to provide such services for charges less than the then current Charges, then unless Vendor agrees to provide such services on the terms and conditions being offered by the third party, including the charges being offered by the third party, within 60 days after notice to Vendor, TXU may terminate the applicable Services Agreement as of June 30, 2011 and enter into a services agreement on such terms and conditions with the third party.
Market Check. 50 18.8 Termination For Convenience...................................................................50 18.9 Cross Termination Rights and Termination Charges..............................................51 18.10 Equitable Remedies............................................................................51
Market Check. The Board considered the thorough and diligent transaction process that CorePoint undertook, with the assistance of its financial advisors at the Board’s direction, to evaluate its strategic alternatives, including a potential sale of CorePoint. In connection with CorePoint’s publicly announced strategic alternatives process, CorePoint, together with its outside advisors and representatives, contacted or was contacted by approximately 70 potential acquirors of CorePoint and executed 41 confidentiality agreements. Throughout the process, the Board was advised by experienced legal counsel and financial advisors, conducted extensive deliberations and met frequently to review potential strategic alternatives with its advisors. Of the 41 parties that executed confidentiality agreements, 9 parties submitted first-round indications of interests, 6 parties were invited into the second round of the process, 3 parties submitted second-round indications of interest, and XxxxXxxxx negotiated multiple price increases from each of those 3 parties during the final weeks of the process, as more fully described above under “The Merger—Background of the Merger” beginning on page 36. Following several weeks of arms-length negotiations, on November 6, 2021, both Cavalier and Party A submitted proposals which the Board believed, based on the nature of the negotiations, to reflect the maximum price that each of the parties was willing to pay and the terms most favorable to CorePoint and its stockholders to which each party was willing to agree, which consisted of definitive, fully negotiated and fully financed proposals in executable form. The merger consideration contemplated by the final proposal from Cavalier was higher than the consideration contemplated by the final proposal from Party A, and both proposals were otherwise on substantially the same terms. The Board believed that, in light of the strategic alternatives process we engaged in, the responses we received from participants in the process and the best and final offers received from each of Cavalier and Party A, it was unlikely that any other party would be willing to acquire CorePoint at an all-cash price in excess of the merger consideration. Strategic alternatives to a sale of the company. The Board considered the potential values, benefits, risks and uncertainties facing CorePoint stockholders associated with possible strategic alternatives to the merger (including the potential stockholder value that could be ...
Market Check. Once during the second quarter of the second contract year, and at Customer’s reasonable request, Aetna and Customer or a mutually agreed upon third party with a signed non-disclosure agreement may review the financial terms of Customer compared to financial offering presented to similar employers in the marketplace as deemed appropriate. The parties agree for the purpose of this market check that Aetna or Customer's representative will compare, among other things, the following factors to determine whether Customer is entitled to such revised pricing terms: (i) the aggregate pricing terms of such applicable customers of comparable size, inclusive of the program savings, the retail pricing for brand and generic drugs, pricing for specialty drugs, administrative fees, rebates and guarantees; (ii) the services provided by Aetna to such customers; and (iii) the plan design of such customers, which may include plan formulary, brand/generic utilization information and mail and retail utilization information, available to Aetna. Customer, or its representative, shall provide Aetna with a report to substantiate its findings. Should the comparison demonstrate that the current market conditions would yield a savings of 2% or more in net costs (i.e. gross costs net of administration fees and rebate guarantees), then the parties will discuss in good faith a revision to the current pricing terms and other applicable contract provisions. If Customer and Aetna agree to any revisions to the financial terms as a result of this review:
Market Check. On an annual basis in the second quarter of each Contract Year upon SBBC’s reasonable request, a third party consulting firm may review the financial terms of this Agreement compared to financial offering presented to similar employers in the marketplace as deemed appropriate. The parties agree for the purpose of this market check that the third party consulting firm will compare, among other things, the following factors to determine whether SBBC is entitled to such revised pricing terms: (i) the aggregate pricing terms of such applicable clients of comparable size, inclusive of the program savings, the retail pricing for brand and generic drugs, pricing for specialty drugs, administrative fees, rebates and guarantees; (ii) the services provided by Aetna to such clients; and (iii) the plan design of such clients, which may include plan formulary, brand/generic utilization information and mail and retail utilization information. If SBBC, third party, and Aetna agree to any revisions to the financial terms as a result of this review (i) the agreement shall be amended and (ii) shall be effective January 1 of the contract year following agreement on such revisions, provided that the parties agree on final pricing not less than 120 days prior to the first day of the contract year as to which the revisions are to apply. If agreement cannot be reached, SBBC has the right to open up contract without penalty. Pharmacy Service and Fee Schedule- ASP Standard Plan
Market Check. On an annual basis in the second quarter of each year, Client may conduct a market check analysis of the pricing in Exhibit C against the pricing then available in the market as described in this section. The market check shall be based upon the same financial assumptions as this Agreement, including plan design and scope of pharmacy benefit management services, and the market check will be based upon substantially similar clients in size and market as Client. Substantially similar clients include those with a similar number of enrolled individuals and comparable demographics (e.g., age, sex, and geographic location), utilization patterns, prescription Claim volume, and call volume. Substantially similar pharmacy benefit management services include those covering similar lines of business (e.g., commercial, Medicaid, Medicare) and types of services (e.g., retail, home delivery, and specialty); and those based upon similar assumptions (e.g., formulary and network attributes, service levels, and contract term comparable to the remaining Term of this Agreement). Coalition will provide a market check report showing comparable proposals available in the market, including all pricing elements and associated assumptions, as well as sufficient information to identify whether the comparable clients and services k report and respond to Client within 30 days of receipt of the market check report. If the market check report reflects aggregate annualized savings of greater than 1%, the parties will discuss, in good faith, revisions to the pricing in Exhibit C. Any resulting revisions to Exhibit C will be effective as of the next anniversary of the Effective Date unless otherwise agreed to by the parties, but no sooner than 30 days after completion of an Amendment to this Agreement reflecting the new pricing. If the parties do not agree on any resulting revisions to Exhibit C after good faith negotiations, either party may terminate this Agreement upon 90 days prior notice of termination to the other party.
