Medicaid Rebates Sample Clauses

Medicaid Rebates. (i) Seller shall bear the cost of a portion of Medicaid Rebates bearing the Seller’s NDC billed by applicable Governmental or Regulatory Authorities with respect to the calendar quarter in which the Closing occurs, such portion to equal the product of the aggregate amount of Medicaid Rebates billed by applicable Governmental or Regulatory Authorities with respect to Product dispensed in such calendar quarter multiplied by a fraction, (i) the numerator of which is the total number of days from the first day of such calendar quarter through the Closing, plus thirty (30) and (ii) the denominator of which is the total number of days from the first day of such calendar quarter through the last day of such calendar quarter; provided, however, that Purchaser shall bear the additional costs of any Medicaid Rebates payable by Seller with respect to such calendar quarter, to the extent the costs payable as provided above exceed Seller’s historical Medicaid Rebates as a result of price increases or the setting of any new “best price” for the Product established by the Purchaser with respect to such calendar quarter. The Purchaser shall bear the cost of the balance of Medicaid Rebates billed by Governmental or Regulatory Authorities with respect to such calendar quarter in which the Closing occurs, and the cost of Medicaid Rebates billed by applicable Governmental or Regulatory Authorities with respect to subsequent time periods. For the avoidance of doubt, Seller shall be entitled to any and all federal and state Medicaid refunds, credits and other adjustments relating to the sale of the Product dispensed on or prior to the Closing and Purchaser shall be entitled to any and all federal and state Medicaid refunds, credits and other adjustments relating to the sale of the Product dispensed after the Closing.
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Medicaid Rebates. (a) Within 45 days following the filing of its Form 10-K for the fiscal year ending June 30, 2020, Buyer shall deliver to Seller a statement (the “Medicaid Statement”) certifying the accrued Liability as of the Closing Date for Medicaid Rebates arising out of Products sold prior to the Closing Date (the “Medicaid Amount”). The Medicaid Amount will be based on the Buyer’s audited financial statements for the year ending June 30, 2020.
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Medicaid Rebates. The Parties anticipate that the holder of the ANDA for each Product (the "Reporting Party") shall be responsible both for paying any Medicaid rebates owed to the government on the sales of such Product, and filing any required reports with the government with respect to such rebates. The Party that is not the Reporting Party (the "Non-Reporting Party") shall provide any information that is reasonably requested by the Reporting Party in order to prepare such government reports on a calendar quarterly basis. The Reporting Party, in its sole discretion, shall determine the calculation of any Medicaid rebate due on its Product(s); the Non-Reporting Party shall reimburse the Reporting Party for the financial liability resulting from any inaccurate or incomplete provision of information to the Reporting Party. Any other liability relating to the Reporting Party's calculation of the Medicaid rebate shall be the Reporting Party's responsibility.
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Medicaid Rebates. The dates and time periods referenced in this Section 8.6(b) are based on the Closing Date being in the third calendar quarter of 2001. If the Closing Date is in a subsequent quarter, such dates shall be changed accordingly. "Medicaid Rebates" shall mean all liabilities and obligations arising from all rebates to state Medicaid and other state and governmental programs (collectively, the "Medicaid Groups") relating the PRENATE Products, excluding PRENATE Products having Purchaser's NDC number. Medicaid Rebates shall be deemed to have occurred in the calendar quarter in which the pharmacy or other applicable entity is reimbursed by Medicaid or other applicable entity. Seller shall continue to pay Medicaid Rebates directly to the entities entitled to such payments. Purchaser shall reimburse Seller for a portion of Medicaid Rebates occurring in the first quarter of 2002 (the "Rebate Credit Amount") as follows. The Rebate Credit Amount shall mean an amount equal to the product of (i) the Medicaid Rebates occurring in the [***], and (ii) a fraction, the numerator of which is the number of days that elapsed in the [***] after the Closing Date and the denominator of which is the number of days in the [***]. Purchaser shall reimburse Seller for any Medicaid Rebates arising after the [***] which were paid by Seller. Purchaser shall pay to Seller the Rebate Credit Amount and such other reimbursement as required hereunder within thirty (30) days of receipt of an invoice and adequate supporting documentation from Seller regarding the same.
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Medicaid Rebates. Purchaser shall calculate, prepare and deliver to Seller in a timely manner all data and information relating to the Product including, without limitation pricing data, average manufacturers price data and best price data, required to be submitted under Seller's agreement with the Health Care Financing Administration ("HCFA") regarding the payment of Medicaid rebates (the "Medical Rebate Agreement"). Purchaser shall provide all such data to Seller at least ten (10) days prior to any date upon which Seller is obligated to submit the relevant data to HCFA or any state Medicaid agency and shall be solely liable for any fines or penalties imposed on Sellers as a result any delay by Purchaser in providing such data to Seller. Purchaser shall maintain books and records with respect to all data provided to Seller hereunder sufficient to meet the requirements of the Medicaid Rebate Agreement and all applicable laws with respect to the payment of Medicaid rebates. Purchaser shall have full responsibility for initiating and resolving any disputes with HCFA or any state Medicaid agency with respect to the payment of Medicaid rebates for any Product for which Purchaser has liability.
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Related to Medicaid Rebates

  • Health Care Compliance Neither the Company nor any Affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women's Health and Cancer Rights Act of 1998, the requirements of the Newborns' and Mothers' Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state law applicable to its Employees.

  • Health Care Coverage The Company shall continue to provide Executive with medical, dental, vision and mental health care coverage at or equivalent to the level of coverage that the Executive had at the time of the termination of employment (including coverage for the Executive’s dependents to the extent such dependents were covered immediately prior to such termination of employment) for the remainder of the Term of Employment, provided, however that in the event such coverage may no longer be extended to Executive following termination of Executive’s employment either by the terms of the Company’s health care plans or under then applicable law, the Company shall instead reimburse Executive for the amount equivalent to the Company’s cost of substantially equivalent health care coverage to Executive under ERISA Section 601 and thereafter and Section 4980B of the Internal Revenue Code (i.e., COBRA coverage) for a period not to exceed the lesser of (A) 18 months after the termination of Executive’s employment or (B) the remainder of the Term of Employment, and provided further that (1) any such health care coverage or reimbursement for health care coverage shall cease at such time that Executive becomes eligible for health care coverage through another employer and (2) any such reimbursement shall be made no later than the last day of the calendar year following the end of the calendar year with respect to which such coverage or reimbursement is provided. The Company shall have no further obligations to the Executive as a result of termination of employment described in this Section 8(a) except as set forth in Section 12.

  • Health Care Benefits An amount equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits under the Company’s Health Care Plan and Vision Insurance Plan provided to Executive and his covered dependents for the year in which Executive’s Covered Termination Date occurs, in a lump sum in cash within sixty (60) days after the Covered Termination Date. In no event shall the benefits provided for in Sections 2(a), (d), (e) and (f) above or any payment provided for in (c) above that is not subject to Code Section 409A be paid later than March 15th of the calendar year immediately following the calendar year in which the Executive’s Covered Termination Date occurs.

  • Health Care Matters Without limiting the generality of any representation or warranty made in Article 7 or any covenant made in Articles 8 or 9, each Borrower represents and warrants on a joint and several basis to and covenants with the Administrative Agent and each Lender, and shall be deemed to represent, warrant and covenant on each day on which any advance or accommodation in respect of any Loan is requested or made or any Liabilities shall be outstanding under this Agreement (or any Affiliate Term Loan Liabilities shall be outstanding under the Term Loan Agreement), that:

  • Reimbursement from Third Party Payors The accounts receivable of Holdings, the Borrower and the Restricted Subsidiaries have been and will continue to be adjusted to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower or such Restricted Subsidiary is subject, and do not exceed in any material respect amounts the Borrower or such Restricted Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges. All xxxxxxxx by Holdings, the Borrower and each Restricted Subsidiary pursuant to any Third Party Payor Arrangements have been made in compliance with all applicable Requirements of Law, except where failure to comply would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. There has been no intentional or material over-billing or over-collection by the Borrower or any Restricted Subsidiary pursuant to any Third Party Payor Arrangements, other than as created by routine adjustments and disallowances made in the ordinary course of business by the Third Party Payors with respect to such xxxxxxxx.

  • THIRD PARTY PAYORS Company, Shareholders and each licensed professional employee or independent contractor of Company has timely filed all claims or other reports required to be filed with respect to the purchase of services by third-party payors, and all such claims or reports are complete and accurate, and has no liability to any payor with respect thereto. There are no pending appeals, overpayment determinations, adjustments, challenges, audit, litigation or notices of intent to open Medicare or Medicaid claim determinations or other reports required to be filed by Company, any Shareholder and each licensed professional employee of Company. Neither Company, nor any Shareholder, nor any licensed professional employee of Company has been convicted of, or pled guilty or nolo contendere to, patient abuse or negligence, or any other Medicare or Medicaid program related offense and none has committed any offense which may serve as the basis for suspension or exclusion from the Medicare and Medicaid programs or any other third party payor program. With respect to payors, Company, Shareholders and Company's licensed professional employees has not (a) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (b) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (c) failed to disclose knowledge of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (d) violated any applicable state anti-remuneration or self-referral statutes, rules or regulations.

  • Benefit Programs The Executive shall be eligible to participate in any plans, programs or forms of compensation or benefits that the Company or the Company’s subsidiaries provide to the class of employees that includes the Executive, on a basis not less favorable than that provided to such class of employees, including, without limitation, group medical, disability and life insurance, paid time-off, and retirement plan, subject to the terms and conditions of such plans, programs or forms of compensation or benefits.

  • Health Care Authorizations The Company has submitted and possesses, or qualifies for applicable exemptions to, such valid and current registrations, listings, approvals, clearances, licenses, certificates, authorizations or permits and supplements or amendments thereto issued or required by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their business, including, without limitation, all such certificates, authorizations and permits required by the United States Food and Drug Administration (the “FDA”), the United States Department of Health and Human Services (“HHS”), the United States Centers for Medicare & Medicaid Services (“CMS”), the European Medicines Agency (“EMEA”), Health Canada or any other state, federal or foreign agencies or bodies engaged in the regulation of medical devices (including diagnostic products), drugs or biohazardous materials, and the Company have not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit, except for such registrations, listings, approvals, clearances, licenses, certificates, authorizations or permits, the lack of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Employee Benefit Programs, Plans and Practices The Company shall during the Term provide Executive with coverage under all employee pension and welfare benefit programs, plans and practices (to the extent permitted under any employee benefit plan) in accordance with the terms thereof, which the Company generally makes available to its senior executives.

  • HIPAA HMO shall comply with applicable provisions of HIPAA. This includes, but is not limited to, the requirement that the HMO’s MIS system comply with applicable certificate of coverage and data specification and reporting requirements promulgated pursuant to HIPAA. HMO must comply with HIPAA EDI requirements.

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