PCS Fee Structure Sample Clauses

PCS Fee Structure. Both parties have recognized that the value of the PCS exceeds the cost of an electronic transaction. However, because the value of the PCS is enabled by active use at the hospital, ED, or physician office both parties agreed to a fee structure (PCS Fee Structure) based on the electronic delivery of the PCS in preparation for services being rendered to Customer’s members. The PCS Fee Structure for the term of this Schedule I and for the optional two (2) year renewal period will include two (2) major components: Transaction Fees and Monthly Minimum Fees. Transaction Fees are subject to a Monthly Minimum Fee during the first eighteen (18) months from the Effective Date of this Schedule I. The Transaction Fees will decrease in cost as volume increases. The Monthly Minimum PCS Fees will provide the cash flow to cover MEDecision’s services and costs that will drive PCS adoption in high-value settings, but will be credited towards actual Transaction Fees each month. It is the expectation of both parties that the PCS Fee Structure is likely to change during the term of Schedule I and for the optional two (2) year renewal period with a possible shift to a PMPM-oriented method that differentiates between administrative services only (ASO) and fully insured membership numbers. Transaction Fees Customer will pay MEDecision a Transaction Fee for each PCS transaction retrieved by an outside entity. For removal of doubt an outside entity is a non-Customer employee or system. However, if the same outside entity requests more than one PCS on the same Patient within the “batch” data refresh period or two (2) days (whichever is longer), only one (I) Transaction Fee will be charged. The Transaction Fee will be $[***] . When PCS transactions exceed [***] transactions in any contract year, the Transaction Fee for all additional transactions will be reduced by [***] through the end of that contract year. However, if actual transactions exceed [***] in that same contract year, the Transaction Fee for all transactions above [***] will be reduced by [***] through the end of that contract year. For removal of doubt a contract year is calculated from the Effective Date of Schedule I through the anniversary of Schedule I and any subsequent anniversary. Monthly Minimum Fees Customer will pay MEDecision the Transaction Fee specified above. During the period from when the PCS is available and updated at least monthly for [***] members, until [***] from the Effective Date of Schedule 1, ...
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Related to PCS Fee Structure

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • Agreement Structure 2.1 This Agreement consists of: (i) the Base Agreement which defines the basic terms and conditions of the relationship between the parties; and (ii) Attachments which specify the details of a specific work task. An Attachment may include additional or differing terms and conditions, however such terms and conditions apply only to that Attachment. Attachments also include any specification documents agreed to by the parties applicable to the specific work under that Attachment.

  • Change in Structure Except as expressly permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to amend any of its Organization Documents in any respect materially adverse to an Agent (in its capacity as such) or Lenders (in their capacities as such).

  • Technology Access Fee In consideration of the licenses and rights granted to Regado herein, Regado shall, as of the date immediately preceding the closing (the “Closing”) of the first equity financing of Regado in which Regado is assigned a pre-money valuation of not less than [***] dollars ($[***]), issue to Archemix fully-paid and non-assessable shares of common stock of Regado equal to [***] percent ([***]%) of the total number of equity shares of Regado, on a fully diluted basis, immediately prior to the issuance of shares at the Closing. Regado shall deliver written notice of the Closing to Archemix at least [***] business days prior to such Closing in accordance with the notice provisions contained in Section 14.1 of this Agreement. Archemix and Regado shall enter into such agreements relating to the issuance of the common stock as are customary under such circumstances. For the purpose of this Agreement, “fully diluted basis” shall mean the aggregate of (a) the number of shares of common stock issued and outstanding on the determination date, (b) the number of shares of common stock issuable upon exercise, exchange or conversion of all exercisable, exchangeable or convertible securities outstanding on the determination date, assuming such securities were exercised, exchanged or converted on the determination date (without regard to whether such securities are actually exercisable, exchangeable or convertible on the determination date) and (c) the number of shares of common stock issuable pursuant to any other obligation or agreement of, or right granted by, Regado, whether vested or unvested, contingent or otherwise.

  • Organizational Structure Please indicate or (if applicable) describe how the Selling Stockholder is organized.

  • SERVICE LEVEL DESCRIPTION The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the Service Level Description attached hereto.

  • Service Level Agreement Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.

  • Post-Closing Access In order to facilitate Seller’s efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax Returns and other filings, reconciliation of claims filed in the Case, removal of corporate and other records and information relating or belonging to entities other than Seller), for a period of three (3) years following the Closing, (a) the Buyer shall permit Seller’s counsel and other professionals and counsel for any successor to Seller and its respective professionals, and its employees (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Acquired Assets or the Business and the systems containing such information, books and records, which access shall include (i) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the purposes described above, and (ii) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (b) Buyer shall provide the Permitted Access Parties (at no cost to the Permitted Access Parties) with reasonable access to those individuals with knowledge of how to access the relevant financial and books and records during regular business hours to assist Seller and the other Permitted Access Parties in their post-Closing activities (including, without limitation, preparation of Tax Returns), provided that such access does not unreasonably interfere with the Buyer’s business operations.

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