Settlement Consideration: Business Practice Initiatives. The settlement consideration to the Class Members who have not validly and timely requested to Opt Out of this Agreement includes, among other things, initiatives and other commitments with respect to Company’s business practices. The Parties agree that the business practice initiatives and other commitments set forth below, which absent this Agreement Company would be under no obligation to undertake, constitute substantial value, and will enhance and facilitate the delivery of Physician Services by Class Members who have not validly and timely requested to Opt Out of the Agreement. Company investigated and began to implement certain of the business practice initiatives described in or contemplated by this § 7 after the Actions began and/or while the Parties were engaged in discussions to resolve the Actions. Such initial and partial implementation, which shows the Parties’ good faith desire to resolve the Actions, were undertaken to form part of the consideration of the settlement. Company shall have the unilateral and unrestricted right to block access to and/or not apply any or all of the business practice initiatives described in or contemplated by this § 7 to such Class Members, if any, who Opt Out of the Agreement. Without in any way qualifying or limiting the foregoing, Company (a) is informed that it is not uncommon for some members of a class to opt out for a variety of reasons independent of, among other things, the substantive allegations in the complaint or the terms of a proposed settlement, and (b) states its present intention to exercise, in whole or in part, the right referred to in the immediately preceding sentence to Class Members who Opt Out. Company covenants and agrees that, during the period from and after the Execution Date and until the Preliminary Approval Date, it shall not effect any material changes in the business practices that are the subject of the Actions and governed by the provisions of this Agreement, except changes to such business practices that are contemplated by or otherwise consistent with this Agreement. Company shall be obligated to commence implementing each commitment set forth in this § 7 from and after the date set forth on Exhibit G attached hereto across from the relevant section number on such Exhibit (the “Implementation Date”) and shall continue implementing each such commitment until the Termination Date, except as modified by § 14.6 (the earliest of such dates, the “Conclusion Date”). With respect to...
Settlement Consideration: Business Practice Initiatives. 4.1 This Settlement shall be conditioned on the Company entering into an OAG Assurance of Discontinuance, pursuant to which a qualified, independent university-level school of public health or other appropriate school in New York (the “School”) will be selected to establish and operate an independent database (the “New Database”). Consistent with the terms of the OAG Assurance of Discontinuance, the New Database shall be used for academic research and as a tool for determining Allowed Amounts for Covered Out-Of-Network Services or Supplies. In the event that the School selected to operate the New Database is other than Syracuse University or an affiliate, this Settlement is conditioned on Settlement Class Counsel’s completion of due diligence on the selected School.
