Market Check Sample Clauses
A Market Check clause allows a party, typically in a transaction or employment context, to verify that the terms being offered are competitive with current market standards. In practice, this may involve the party soliciting or reviewing alternative offers or proposals from third parties to ensure that the deal reflects fair market value. The core function of this clause is to protect the party from accepting unfavorable terms by providing a mechanism to benchmark against prevailing market conditions.
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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:
(a) The Independent Expert shall be an independent, external internationally recognized firm with appropriate qualifications and experience in conducting reviews of this nature.
(b) Before beginning a Market Check for a Covered Jurisdiction, the Independent Expert shall execute a confidentiality agreement with PayPal and eBay (or their respective Subsidiaries in such Covered Jurisdiction), the terms of which shall not frustrate or impede the purpose of the review or the disclosure of the results thereof to the Parties. If the Independent Expert has executed a confidentiality agreement in accordance with this Section 3.2(b) during the Term and such confidentiality agreement remains in full force and effect, the Independent Expert shall not be required to reexecute a second confidentiality agreement.
(c) The Independent Expert shall create a detailed written report of the results and findings of the Market Check for such Covered Jurisdiction and simultaneously provide copies of the report to both eBay and PayPal. The Independent Expert shall not disclose any Highly Sensitive Information that, if disclosed to eBay or PayPal, as applicable, would cause PayPal or eBay, as applicable, competitive harm, and shall not disclose any information to the extent disclosure of such information to such Party would violate applicable Law (including the law of a Covered Jurisdiction). Neither Party shall be required to disclose to the Independent Expert any information to the extent disclosure of such information to such Independent Expert would violate applicable Law (including the law of a Covered Jurisdiction).
(d) The Independent Expert shall conduct the Market Check in a manner that does not unreasonably interfere with eBay’s or PayPal’s busines...
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. A technology-driven evaluation of prescription drug pricing based on benchmarks derived from pharmacy benefits manager’s reverse auction processes conducted in the United States over the immediately preceding 12 months (State Personnel and Pensions Article, Section 2-502.2). In the event market data for reverse auction processes conducted in the United States over the immediately preceding 12 months is not available or complete, benchmarking will be based on existing market pharmacy benefits manager agreements from comparable plans.
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. 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. 51 18.8 Termination For Convenience...................................................................52 18.9 Cross Termination Rights and Termination Charges..............................................52 18.10 Equitable Remedies............................................................................52
Market Check. Coalition Manager will perform an annual market check to negotiate market competitive pricing on behalf of Client. Upon acceptance of market check pricing, Client agrees to extend the current contract terms by an additional twelve (12) months. Market check pricing and contract amendment terms will take effect January 1st of each calendar year.
Market Check. As soon as reasonably practicable after the execution of this Term Sheet, MCC shall:
1. Use reasonable efforts to obtain, on or prior to April 19, 2019, SIC’s agreement and MDLY’s consent to amend the Agreement and Plan of Merger between MCC and SIC dated as of August 9, 2018 (the “MCC Merger Agreement”) to delete (or appropriately amend, waive or modify to the extent practicable) Section 7.10 and modify Article 9 thereof to permit the MCC Special Committee to terminate the MCC Merger Agreement if the MCC Special Committee concludes in its sole and absolute discretion that MCC should pursue a strategic alternative that the MCC Special Committee concludes in its sole and absolute discretion is superior to the transaction contemplated by the MCC Merger Agreement. The termination of the MCC Merger Agreement during the Go-Shop Period (defined below) shall not trigger a termination fee or any other payment.
2. empower and direct the MCC Special Committee to retain at MCC’s expense an independent investment bank of its choosing (the “Go-Shop Banker”) to solicit strategic alternatives for MCC upon either the amendment or waiver of the MCC Merger Agreement as contemplated by Section 1(a)(i) above, or the termination of the MCC Merger Agreement.
3. empower and direct the MCC Special Committee and its advisors to conduct a “Go-Shop” process whereby they will, upon either the amendment or waiver of the MCC Merger Agreement as contemplated by Section 1(a)(i) above, or termination of the MCC Merger Agreement, solicit the making, submission and announcement of, and encourage, facilitate and assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an alternative proposal; subject to the entry into, and in accordance with, a confidentiality agreement, the MCC Special Committee, in its discretion, may furnish to any person (and its representatives and financing sources subject to the terms and obligations of such confidentiality agreement applicable to such person) any non-public information relating to MCC or afford to any such person (and such representatives and financing sources) access to the business, properties, assets, books, records and other non-public information, and to any personnel, of MCC, in any such case with the intent to induce the making, submission and announcement of, and to encourage, facilitate and assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an alternative proposal or any inq...
Market Check. Following the initial 18 months of this Agreement (but not before), Sponsor or its designee may provide ESI with a written comparison, prepared by an independent pharmacy benefit management consultant, for pharmacy benefit management services offered by a third party PBM provider which includes and takes into account similar plan design, Formulary, clinical and trend programs, retail pharmacy, mail pharmacy, and specialty pharmacy mix and utilization, demographics and other relevant factors necessary to provide an appropriate comparison (“Sponsor’s Current Market Price”). Sponsor’s Current Market Price will be measured on the basis of a total, aggregate comparison of the pricing terms offered by a single vendor to a single plan, and not on the basis of individual or best price points available from multiple vendors to a single plan or a single vendor to multiple plans. A copy Sponsor’s Current Market Price analysis prepared by the consultant will be submitted to both Sponsor and to ESI. The consultant will also provide a reasonably detailed description of the methods and assumptions used in the analysis including the methods and assumptions related to the calculation of the individual pricing components and the Net Plan Costs, as defined below. ESI shall have a reasonable opportunity (i.e., not less than ten (10) business days) to evaluate Sponsor’s Current Market Price. If the comparison analysis concludes that Sponsor’s Current Market Price would yield an annual one percent (1%) or more savings of “Net Plan Costs” (with Net Plan Costs defined as the sum of the cost of Covered Drugs, dispensing fees, and claims Administrative Fees, less Rebates received by Sponsor) under the Agreement, then the parties shall negotiate in good faith a modification of the pricing terms herein. The revised pricing terms will become effective on the first day of the contract year following the issuance of the report or sixty (60) days following a fully executed amendment or agreement memorializing the revised pricing terms, whichever is later. The market check shall be at Sponsor’s expense, except that ESI shall be responsible for its costs related to responding to the market check. If ESI is unable or unwilling to offer revised pricing terms and conditions that provide Sponsor the percentage of savings of Net Plan Costs as described above, then Sponsor may terminate this Agreement upon ninety (90) days prior written notice to ESI.
Market Check. After the first eighteen (18) months of the Initial Term, Client shall have the right to perform one (1) market analysis for the reminder of the Term that compares CastiaRx’ pricing and financial terms, in the aggregate, to pricing offered by a comparable pharmacy benefit manager (meaning a PBM primarily providing services to self-funded mid-market size health plans) to a comparable health plan, taking into account demographics, account benefit design, formulary, and the pharmacy network (“Market Check”). If the Market Check, provided to CastiaRx in the form offered to Client, would provide greater than three percent (3%) overall annual savings compared to the financial terms of this Agreement, CastiaRx shall have ninety (90) days to offer modified financial terms that, in the aggregate, will provide at least three percent (3%) additional savings compared to the present financial terms under this Agreement. If CastiaRx elects not to provide modified financial terms, Client shall have the right to terminate this Agreement upon ninety (90) days written notice.