Common use of Fixed Component Clause in Contracts

Fixed Component. WellCare shall pay to the United States and the States that execute separate settlement agreements with WellCare to resolve WellCare's potential state liability for the Covered Conduct (the "Medicaid Participating States"), a collective total of $137.5 million (including the federal share of $83,980,591.88 and state share of $53,519,408.12 (such state share being the "Medicaid State Settlement Amount")), plus interest accruing annually at 3.125% in four equal installments, not exceeding 36 months from the Effective Date of the Federal Settlement Agreement. (i) Subject to Paragraph 33 of the Federal Settlement Agreement and Paragraph 29 of this State Settlement Agreement, the first installment payment of $34.375 million due under the Federal Settlement Agreement to the Federal Government and the Medicaid Participating States shall be made by electronic funds transfer pursuant to written instructions to be provided to WellCare by the United States Department of Justice. Subject to Paragraph 33 of the Federal Settlement Agreement and Paragraph 29 of this State Settlement Agreement, all subsequent installment payments shall be made pursuant to the separate written instructions to be provided to WellCare by the United States Department of Justice and the National Association of Medicaid Fraud Control Unit's ("NAMFCU") Team ("the State Team") acting on behalf of the Medicaid Participating States. The first installment payment in the amount of $34.375 million plus accrued interest shall be made within five (5) business days after the Effective Date of the Federal Settlement Agreement as defined in Paragraph 31 ("Initial Fixed Payment Date") of the Federal Settlement Agreement; the second installment in the amount of $34.375 million plus accrued interest shall be made on or before the one year anniversary of the Initial Fixed Payment Date; and the third installment in the amount of $34.375 million plus accrued interest shall be made on or before the two year anniversary of the Initial Fixed Payment Date; the fourth and final installment payment in the amount of $34.375 million plus accrued interest shall be made on or before the third year anniversary of the Initial Fixed Payment Date. Interest shall begin to accrue as of December 22, 2010, when counsel for the United States notified counsel for WellCare in writing that the Government had received settlement authority from the United States Department of Justice. WellCare may accelerate payments under the fixed component provision without penalty. (ii) WellCare shall execute a State Settlement Agreement in the form to which WellCare and the State Team have agreed, or in a form otherwise agreed to by WellCare and an individual State, with any State that executes such an Agreement. The State shall constitute a Medicaid Participating State in this Settlement Agreement provided this Settlement Agreement is executed by the State and delivered to WellCare's attorneys within 60 days of when the State Team sends out the unexecuted State Settlement Agreement to the potential Medicaid Participating States. If this condition is not satisfied within 60 days, WellCare's offer to resolve this matter with the individual State shall become null and void absent written agreement between WellCare's attorneys and the State Team to extend the 60 day period.

Fixed Component. WellCare shall pay to the United States and the States that execute separate settlement agreements with WellCare to resolve WellCare's potential state liability for the Covered Conduct (the "Medicaid Participating States"), a collective total of $137.5 million (including the federal share of $83,980,591.88 and state share of $53,519,408.12 (such state share being the "Medicaid State Settlement Amount")), plus interest accruing annually at 3.125% in four equal installments, not exceeding 36 months from the Effective Date of the Federal Settlement Agreement. (i) Subject to Paragraph 33 of the Federal Settlement Agreement and Paragraph 29 of this State Settlement Agreement, the first installment payment of $34.375 34,375 million due under the Federal Settlement Agreement to the Federal Government and the Medicaid Participating States shall be made by electronic funds transfer pursuant to written instructions to be provided to WellCare by the United States Department of Justice. Subject to Paragraph 33 of the Federal Settlement Agreement and Paragraph 29 of this State Settlement Agreement, all subsequent installment payments shall be made pursuant to the separate written instructions to be provided to WellCare by the United States Department of Justice and the National Association of Medicaid Fraud Control Unit's ("NAMFCU") Team ("the State Team") acting on behalf of the Medicaid Participating States. The first installment payment in the amount of $34.375 34,375 million plus accrued interest shall be made within five (5) business days after the Effective Date of the Federal Settlement Agreement as defined in Paragraph 31 ("Initial Fixed Payment Date") of the Federal Settlement Agreement; the second installment in the amount of $34.375 34,375 million plus accrued interest shall be made on or before the one year anniversary of the Initial Fixed Payment Date; and the third installment in the amount of $34.375 34,375 million plus accrued interest shall be made on or before the two year anniversary of the Initial Fixed Payment Date; the fourth and final installment payment in the amount of $34.375 34,375 million plus accrued interest shall be made on or before the third year anniversary of the Initial Fixed Payment Date. Interest shall begin to accrue as of December 22, 2010, when counsel for the United States notified counsel for WellCare in writing that the Government had received settlement authority from the United States Department of Justice. WellCare may accelerate payments under the fixed component provision without penalty. (ii) WellCare shall execute a State Settlement Agreement in the form to which WellCare and the State Team have agreed, or in a form otherwise agreed to by WellCare and an individual State, with any State that executes such an Agreement. The State shall constitute a Medicaid Participating State in this Settlement Agreement provided this Settlement Agreement is executed by the State and delivered to WellCare's attorneys within 60 days of when the State Team sends out the unexecuted State Settlement Agreement to the potential Medicaid Participating States. If this condition is not satisfied within 60 days, WellCare's offer to resolve this matter with the individual State shall become null and void absent written agreement between WellCare's attorneys and the State Team to extend the 60 day period.