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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A <br /> 5.3 Payment of Administrative Fee: Plan Sponsor agrees that the Administrative Fee set <br /> forth in Exhibit 1 shall be added to the invoiced amount for each Invoiced Claim and shall be <br /> paid by Plan Sponsor in conjunction with the payment of Claims as set forth in Section 5.2. For <br /> purposes of this Section, an "Invoiced Claim" shall be a Claim payable by Plan Sponsor under <br /> this Agreement, but shall not include transactions for Claims which have been rejected under the <br /> specifications of the Benefit Plan, transactions for previously paid Claims which have been <br /> reversed(e.g. as a result of a reversal of a Claim by a Participating Phairnacy or by Envision as a <br /> result of an audit), or transactions for reprocessed Claims (e.g. to correct a previously paid <br /> Claim). <br /> 5.4 Fees for Additional Services and Miscellaneous Expenses: Plan Sponsor agrees to <br /> reimburse Envision for Additional Services and Miscellaneous Expenses (e.g. postage) specified <br /> in Exhibit 1 hereunder,within thirty(30) calendar days of receipt of an invoice. <br /> 5.5 Retroactive Disenrollment or Termination: Retroactive termination or disenrollment of a <br /> Covered Individual shall not release Plan Sponsor of its obligation to pay Claims incurred, at any <br /> time, on behalf of a Covered Individual or Administrative Fees due to Envision during any <br /> period for which services were renderable hereunder based on the then current eligibility. <br /> Further, termination of coverage of prescription drugs or the entering into a policy of insurance <br /> that covers prescription drugs shall not constitute a permitted termination of this Agreement. <br /> 5.6 Financial Responsibility: Plan Sponsor shall be and remain responsible for the payment <br /> of all invoices for Administrative Fees, Additional Services, Miscellaneous Expenses, and <br /> Claims (along with any associated dispensing fees, taxes, assessments and fees, and Cost Share <br /> not ultimately paid by Members). Plan Sponsor acknowledges that Envision will not pay <br /> pharmacies for Plan Sponsor's Claims, nor be obligated to pay pharmacies for Claims, unless <br /> and until adequate funds are received from Plan Sponsor. <br /> 5.6.1 Untimely Payments: If Plan Sponsor should fail to timely pay any amounts due <br /> Envision hereunder for any reason, including, but not limited to, insolvency, bankruptcy, <br /> termination of business, sale, or rebuff, Envision reserves the right to (i) suspend the provision of <br /> services; (ii) offset such amounts owed to Envision by any amounts owed by Envision to Plan <br /> Sponsor and/or (iii) collect from Plan Sponsor, in addition to such unpaid amounts, interest at a <br /> rate of 1.5% per month on the outstanding balance (or, if lower, the rate of interest permitted <br /> under the law of Plan Sponsor's state of domicile). If Envision suspends the provision of <br /> services, Covered Individuals will be required to pay 100% of the drug cost and any dispensing <br /> fees (or the U&C Price, if lower) to receive Covered Drugs. In addition, as a condition of <br /> continuing to perform services under this Agreement, Plan Sponsor shall deposit with Envision <br /> additional amounts to ensure the timely payment of future invoices. Envision may also <br /> discontinue advancing Manufacturer Derived Revenue to Plan Sponsor. Plan Sponsor further <br /> agrees that Envision shall not be liable for any consequences resulting from the untimely <br /> payment of Participating Pharmacies due to the failure of Plan Sponsor to timely pay Envision as <br /> required under this Agreement. <br /> 5.6.2 Financial Viability: Plan Sponsor acknowledges that Envision will periodically <br /> \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 12 of 41 <br />