Examples of Medical Express in a sentence
Service Provider currently provides active participants in the employer funded medical, pharmacy(Rx), dental, and additional benefits program administration for coverages provided through Cigna Medical, Express Scripts(Rx), MetLife(dental), MetLife (STD), MetLife (Basic Life & ADD) and Aetna Global Medical and Dental ( Cigna, MetLife, Aetna collectively, the “Vendors”) for its Active, Salaried, Eligible Employees (“Covered Employees”).
Service Provider will retain responsibility for executing funding of Claim payments for Cigna Medical, Express Scripts (RX), MetLife (dental), and Aetna Global Medical and Dental and eligibility management with Vendors through December 31, 2016.
The Companies and all of the shareholders of Medical Express properly prepared and executed and timely filed the Section 338 Elections with respect to the acquisition of all of the shares of capital stock of Medical Express by the Companies.
Each of Healthcare and Medical Express was properly treated as a subchapter S corporation for federal and applicable state and local tax purposes for all taxable periods through the date of acquisition of certain or all, as the case may be, of the shares of capital stock of each such corporation by the Companies.
Each Company and Medical Express will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any Acquisition Proposal.
After the Closing, each of the Sellers, Buyer and the Companies shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.3 and Section 8.5 hereof and any audit, claim, litigation, other procedure, or other matter with respect to Taxes of Holdings, Healthcare or Medical Express.
Each of Healthcare and Medical Express is duly licensed and qualified to do business and in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification to do business necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on Healthcare and its subsidiaries taken as a whole.
To give effect to the foregoing, both the liability for and the amount of (i) any payment by Holdings or its affiliates to the Sellers under the first sentence of Section 8.3, (ii) any payment by the Sellers to the Companies or Medical Express under Section 8.5 and (iii) any payment by the Sellers to the Buyer under Section 12.1 shall be determined by computing Pre-Closing Taxes by taking into account such limitation.
Each of the Companies and Medical Express shall satisfy the shareholder approval requirements of Section 280G(b)(5)(B) of the Code with respect to all payments to be made to disqualified individuals (within the meaning of Section 280G(c) of the Code) in connection with the transactions contemplated hereby.
Buyer agrees that it shall file a consolidated return for U.S. federal income tax purposes that includes Buyer, Holdings, Healthcare and Medical Express with respect to the first Post-Closing Period subsequent to the Closing Date.