Actions After Termination. Upon termination of this Agreement by either party for any reason other than a default by the Orthodontic Entity or upon expiration of this Agreement, the Orthodontic Entity may, and upon termination of this Agreement by Premier due to the reasons set forth in Section 5.3(b) hereof, the Orthodontic Entity shall:
(a) Purchase all improvements, additions or leasehold improvements which have been made by Premier and which relate solely to the performance of its obligations under this Agreement at adjusted book value;
(b) Assume all debt and all contracts, payables and leases which are obligations of Premier and which relate solely to the performance of its obligations under this Agreement or the properties subleased by Premier; and
(c) Purchase from Premier at book value all of the equipment of the Center, including all replacements and additions thereto made by Premier pursuant to the performance of its obligations under this Agreement, and all other assets, including inventory and supplies, tangibles and intangibles (including but not limited to accounts receivable), set forth on the balance sheet prepared for the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of the Center, depreciation, amortization and other adjustments of assets shown on such balance sheet.
Actions After Termination. Executive agrees that for one (1) year following Executive’s termination of employment, regardless of the reason for the termination, Executive will continue to make himself or herself available for reasonable consultation with the Company Group and the Company Group’s agents and employees regarding Executive’s prior work for the Company Group. In addition, Executive shall make himself or herself reasonably available for interviews by the Company Group’s counsel, depositions, and/or appearances before courts or administrative agencies upon the Company Group’s reasonable request. Executive agrees that if at any time following termination Executive is contacted by any government agency, regulator or bureau, by any stock or listing exchange or any self-regulatory organization, or by any customer of the Company Group, with reference to the Company Group’s business, or by any person contemplating or maintaining any claim or legal action against the Company or LTLLC, or by any agent or attorney of such person, Executive will, to the fullest extent permitted by law, promptly notify the Company Group of the substance of Executive’s communications with such person and shall cooperate with the Company Group in defense of such claim or legal action. The Company Group agrees to reimburse any reasonable third party expenses incurred by Executive in connection with this Section 9, provided that such expenses shall have been preapproved in writing by the Company Group.
Actions After Termination. In the event that this Agreement shall be terminated, the KDCP Distribution and the ProMedCo-Temple Distribution shall be paid through the effective date of termination. In addition, the various rights and remedies herein granted to the aggrieved party shall be cumulative and in addition to any others such party may be entitled to by law. The exercise of one or more rights or remedies shall not impair the right of the aggrieved party to exercise any other right or remedy, at law. Upon termination of this Agreement, KDCP shall:
Actions After Termination. Section 10.5 of the Service ------------------------- Agreement is hereby deleted and replaced in its entirety by the following:
Actions After Termination. Upon termination of this Agreement ------------------------- by either party or upon expiration of this Agreement, the Practice (and/or its Physician Shareholder) shall:
(a) If this Agreement is terminated by MidSouth pursuant to Section 10.4 or upon the expiration of the Term of this Agreement, purchase from MidSouth at book value all intangible assets acquired in the Merger, as adjusted through the last day of the month most recently ended prior to the date of the termination or expiration to reflect amortization or depreciation of the "service agreement costs" and intangibles in accordance with GAAP. If the Agreement is terminated by Practice for MidSouth's breach pursuant to Section 10.3, all intangible assets shall be repurchased at the fair market value;
(b) Purchase all improvements, additions or leasehold improvements to Practice Facilities which have been made by MidSouth and which relate solely to the performance of its obligations under this Agreement at book value;
(c) Assume all debt and all contracts, payables incurred as Practice Expenses and leases which are obligations of MidSouth and which relate principally to the performance of its obligations under this Agreement or the properties subleased by MidSouth; and
(d) Purchase from MidSouth at book value all of the equipment acquired in the Merger, including all replacements and additions thereto made by MidSouth pursuant to the performance of its obligations under this Agreement, and all other assets, including inventory, Purchased Accounts Receivable and supplies, tangibles and intangibles, set forth on the Opening Balance Sheet, as adjusted through the last day of the month most recently ended prior to the date of the termination or expiration in accordance with GAAP to reflect operations of the Practice (including physician practice acquisitions), depreciation, amortization and other adjustments of assets acquired in the Merger.
Actions After Termination. Executive agrees that following his termination from Employer, regardless of the reason for the termination, he will continue to make himself available for reasonable consultation with Employer and Employer's agents and employees regarding his prior work for Employer. Such consultation shall include Executive's making himself reasonably available for interviews by Employer’s counsel, depositions, and/or appearances before courts or administrative agencies upon Employer's reasonable request. Executive agrees that if he is contacted by any government agency with reference to Employer's business, or by any person contemplating or maintaining any claim or legal action against Employer, or by any agent or attorney of such person, he will promptly notify Employer of the substance of his communications with such person. In no event shall such services exceed 20% of the average level of services performed by Executive over the 36-month period immediately preceding the date on which Executive's employment terminated.
Actions After Termination. In the event that this Agreement shall be terminated, the ADC Distribution and the ProMedCo Distribution shall be paid through the effective date of termination. In addition, the various rights and remedies herein granted to the aggrieved party shall be cumulative and in addition to any others such party may be entitled to by law. The exercise of one or more rights or remedies shall not impair the right of the aggrieved party to exercise any other right or remedy, at law.
Actions After Termination. Upon termination of this Agreement by either party for any reason other than a default by the Entity or upon expiration of this Agreement, the Entity may, and upon termination of this Agreement by BII due to the reasons set forth in Section 5.3(b) hereof, the Entity shall:
a. Purchase all improvements, additions or leasehold improvements which have been made by BII and which relate solely to the performance of its obligations under this Agreement at adjusted book value;
b. Assume all debt and all contracts, payables and leases which are obligations of BII and which relate solely to the performance of its obligations under this Agreement or the properties subleased by BII; and
c. Purchase from BII at adjusted book value all of the equipment of the Center, including all replacements and additions thereto made by BII pursuant to the performance of its obligations hereunder, and all other assets, including inventory and supplies, tangibles and intangibles (including but not limited to accounts receivable), set forth on the balance sheet prepared for the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of the Center, depreciation, amortization and other adjustments of assets shown on such balance sheet.
Actions After Termination. Upon termination of this Agreement pursuant to Sections 8.2 or 8.3 above, Professional Entity shall pay to Management Services Provider any and all sums then accrued as Management Fees. Management Services Provider and Professional Entity acknowledge that the termination of this Agreement could affect the provision of adequate Clinical Dental Care by the Professional Entity. Accordingly, upon the termination of this Agreement, Professional Entity shall be permitted to continue the use of any supplies, software or any other property (hereafter, “Property") provided by the Management Services Provider herein beyond the termination of this Agreement for up to six months [or another commercially- reasonable period of transition agreed upon by the parties] (hereafter, “transition period”) provided that (i) Professional Entity determines in its sole professional judgment that continued use of said * This is an example management services agreement that the Dental Board has reviewed and deemed compliant with the Dental Laws, as defined herein. Other agreements, or variations of provisions herein, also may be compliant. However, if provisions of this example agreement are excerpted and incorporated in an agreement with provisions that are not compliant, then that agreement may not comply with the Dental Laws. Revised May 2020. Property is necessary to maintain the standard of care to the patients of the Dental Practice; (ii) Professional Entity uses reasonable efforts to procure an alternative source of said Property during the transition period; and (iii) Professional Entity pays the Management Services Provider consistent with the terms of this Agreement on a pro-rata basis for the use of said Property beyond the termination of this Agreement and during the transition period. Additionally, both Parties agree that they will take all reasonable steps necessary to ensure the continuity of care for all the Professional Entity’s patients, upon the termination of this agreement by either Party.
Actions After Termination. Executive agrees that for one year following Executive’s termination from Employer, regardless of the reason for the termination, Executive will continue to make himself available for reasonable consultation with Employer and Employer’s agents and employees regarding Executive’s prior work for Employer. In no event shall such services in a given month exceed 20% of the average monthly level of services performed by Executive over the 36-month period immediately preceding the date on which Executive’s employment terminated. In addition, Executive shall make himself reasonably available for interviews by Employer’s counsel, depositions, and/or appearances before courts or administrative agencies upon Employer’s reasonable request. Executive agrees that if Executive is contacted by any government agency with reference to Employer’s business, or by any person contemplating or maintaining any claim or legal action against Employer, or by any agent or attorney of such person, Executive will, to the extent permitted by law, promptly notify Employer of the substance of Executive’s communications with such person. Employer agrees to reimburse any reasonable expenses (and, after any Severance Period, reasonable compensation for lost income) incurred by Executive in connection with this Section 12, provided that such expenses shall have been preapproved in writing by Employer.
