Common use of Adjustments to Compensation Exhibit Clause in Contracts

Adjustments to Compensation Exhibit. (a) For so long as Members make up fifty percent (50%) or more in the aggregate of the Enrolled Population, within thirty (30) days of the effective date of any new contract or renewal or change in payment terms of an existing contract between IPA and a third-party payor other than WellCare, IPA shall certify in writing to WellCare that the payment terms of such contract are not more favorable to such third-party payor than the Compensation is to WellCare or shall certify that such payment terms are more favorable to such third-party payor than the Compensation is to WellCare. Such determination shall take into account the member composition of each Plan and the health care services to be provided by IPA under each contract. By executing and delivering this Agreement, IPA represents and warrants to WellCare that it is not, as of the effective date of this Agreement, party to any contract with any other third-party payor on payment terms more favorable to such third-party payor than the Compensation is to WellCare. (b) If WellCare shall dispute the representations made in any certificate delivered under Section 4.2(a), in which IPA claims that the payment terms under a contract with a third party are not more favorable to the third party than the Compensation is to WellCare, WellCare may engage an actuary chosen upon the mutual consent of WellCare and IPA, at WellCare's cost, to make such determination, whose determination shall be binding upon the parties hereto. (c) So long as Members make up fifty percent (50%) or more in the aggregate of the Enrolled Population, if IPA contracts with any third-party payor on terms more favorable to such third-party payor than the Compensation is to WellCare, for such period as any such contract is in effect, the Compensation shall not give effect to the CPI Adjustment (as defined in Attachment 4.1 hereto) in accordance with Section 2(a) or (b) of Attachment 4.1 hereto.