Windfall Situations Clause Samples

Windfall Situations. If any of the events described in Section 6 of Exhibit 11.1-A occur, and such event significantly affects the Service Level measurement, R1’s performance under any Service Level (including the amount of resources required to maintain such performance) or R1’s ability to measure its performance with respect to any of the Service Levels, then either Party shall have the right to request that the other Party consider a fair and appropriate adjustment to the affected Service Levels and/or Target Levels. Upon such a request, the Parties will, in good faith, discuss the impact of such event on (i) IMH and its operations and patients, (ii) R1’s performance under each such Service Level, (iii) the amount of resources required to maintain performance at or better than the applicable Target Levels and (iv) R1’s ability to measure such Service Levels, with the outcome to equitably reflect the impact of such considerations. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. In the event that IMH’s IT Environment experiences any outage or other support issue not attributable to R1 that materially affects R1’s ability to meet any Service Levels, as applicable (“IMH Support Issue”), IMH shall promptly work to resolve the IMH Support Issue. R1 will cooperate with IMH and provide data and assistance as reasonably needed by IMH in order resolve the IMH Support Issue. Until such time that the IMH Support Issue is resolved or a reasonable work around is implemented that eliminates the adverse effect of the IMH Support Issue on IMH and R1, the impacted Service Levels, as applicable, will be calculated as if failure to meet such Service Level, did not occur due to the IMH Support Issue. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. SMRH:484510755.9 Exhibit 3.6-11 o IMH Facilities § Alta View Hospital § American Fork Hospital § Intermountain Medical Center § Orem Community Hospital § Riverton Hospital § TOSH - The Orthopedic Specialty Hospital § Utah Valley Hospital § Bear River Valley Hospital § Cassia Regional Hospital § ▇▇▇▇▇ Regional Hospital § ▇▇▇▇▇-▇▇▇ Hospital § Delta Community Hospital § ▇▇▇▇▇ Regional Medical Center § Fillmore Community Hospital § Sanpete Valley Hospital § ▇▇▇▇▇▇ Valley Hospital § Cedar City Hos...