R2000-207 AUTHORIZING APPLICATIONS

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tion, duty or act required by this Agreement, the Employer agrees to notify all Covered Em- ployees. The Employer and the Claim Administrator agree that the Employer will give such notice because the Employer maintains direct and ongoing communication with, and main- tains current addresses for all such Covered Employees. The Employer will indemnify and hold the Claim Administrator harmless from any and all claims, cost and expenses, including but not limited to, reasonable attorney's fees in connection with such default, arising from the Claim Administrator's termination of this Agreement or denial of Claims pursuant to this Agreement. F. Notwithstanding any provision to the contrary, if the Employer has failed to pay when due any amount owed the Claim Administrator, the Claim Administrator shall be under no obligation to make any further Claim Payments until such default is cured. XIII. TERM AND TERMINATION OF AGREEMENT A. This Agreement shall continue in full force and effect for one (1)year from the Effective Date, and from year to year thereafter, but may be cancelled at the end of any month after the first year by either the Employer or the Claim Administrator upon ninety(90)days prior written no- tice to the other party. In the event of such termination,the Employer agrees to notify all Cov- ered Employees in accordance with the provisions of Section XII. paragraph E. above. B. The Employer hereby acknowledges that on the date of termination of this Agreement in ac- cordance with the provisions of either Section XI I.or Section XI I I.of this Agreement,there may be an undetermined but substantial number of Claims for services rendered orfurnished prior to that date which have not been submitted to the Claim Administratorfor reimbursement and also an undetermined but substantial number of Claims submitted for reimbursement which have not been paid by the Claim Administrator. The Employer shall be responsible for the re- imbursement of all Net Claim Payments calculated on the basis of Claim Payments for ser- vices rendered or furnished to a Covered Person prior to the date of termination, whether or not Claims for such services have been submitted, or Net Claim Payments calculated on the basis of Claim Payments for such services have been made by the Claim Administrator, as of the date of termination, including, but not limited to, Claim Payments and/or Net Claim Pay- ments made in accordance with MSP laws, and for the payment of the service charges appli- cable to the processing of such Claims after the termination date of this Agreement. Further, if a Covered Person is an Inpatient at the time his coverage under the Plan terminates, the Plan shall provide benefits for Covered Services which are provided by and regularfq charged for by a Hospital or other facility Provider until the Covered Person is discharged or until the end of the Covered Person's benefit period,whichever occurs first("Extended Benefits").The Employer shall be liable to the Claim Administrator for all Claim Payments, Net Claim Pay- ments and the applicable service charges for such Extended Benefits. C. In consideration of the Claim Administrator's continuing to make Claim Payments in accor- , dance with Section X. above, the Employer shall continue to make Transfer Payments for a six (6) month period after the effective date of termination for Claims incurred prior to the ter- � mination date of the Agreement and paid after such date (such period shall be referred to as I, the "Tentative Final Settlement Period'�. D. A Final Settlement shall be made within sixty(60)days after the last day of the Tentative Final �, Settlement Period. This Final Settlement shall compare the Transfer Payments against the ' — , Claims Settlement Total for the Tentative Final Settlement Period.The difference shall be paid I or applied as set forth in Section IX. of this Agreement. However, if the Transfer Payments '', exceed the Claim Settlement Total for the Tentative Final Settlement Period, the Claim � Administrator shall pay such difference to the Employer after applying the difference against amounts, if any, then owed to the Claim Administrator by the Employer. i - 8 - �