Common use of Annual Settlement Clause in Contracts

Annual Settlement. (i) On or before April 30 of each year beginning 1998, the Management Company shall determine the compensation (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation: (A) The total Collections for all Medical Group Services rendered during such year, minus (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid by the Management Company during such year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to the Annual Shortfall, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If the Annual Medical Group Compensation Amount is less (the "Annual Overpayment") than the Annual Draw Amount, the Management Company shall withhold from the Monthly Draw otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). (iii) With respect to this Section 5.3(b), for purposes of determining the total Collections for all Medical Group Services provided during any calendar year or portion thereof during the Term, all Collections during January, February, and March of such year shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year in which such Collections were received. The foregoing shall also apply with respect to determining the Management Fee earned by the Management Company for the previous calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30 of each year beginning 1998, the Management Company shall determine calculate the compensation (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculationfollowing: (A) The total Collections for all Medical Group Services rendered during such year, minus (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to the Annual Shortfall, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If the Annual Medical Group Compensation Amount is less (the "Annual Overpayment") than the Annual Draw Amount, the Management Company shall withhold from the Monthly Draw otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). (iii) With respect to this Section 5.3(b), for purposes of determining the total Collections for all Medical Group Services provided during any calendar year or portion thereof during the Term, all Collections during January, February, and March of such year shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year in which such Collections were received. The foregoing shall also apply with respect to determining the Management Fee earned by the Management Company for the previous calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30 1, 1998, and on or before April 1 of each year beginning 1998thereafter, the Management Company shall determine calculate the compensation following (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation:): (A) The total Collections for all Medical Group Services rendered during such the previous calendar year, minus less -- (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such the previous calendar year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to such excess. If the Annual Shortfall, plus interest thereon at Draw Amount for the rate of eight (8%) percent per annum, commencing July 1 of the prior previous calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If exceeds the Annual Medical Group Compensation Amount is less (for the "Annual Overpayment") than the Annual Draw Amountprevious calendar year, the Management Company shall withhold from the Monthly Draw Medical Group Compensation otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date)excess. (iii) With respect to this Section 5.3(b), for For purposes of determining the total Collections for all Medical Group Services provided during any calendar year or portion thereof during the Termyear, all Collections during January, February, and March of such each year shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year in which such Collections were received; provided, however, that for purposes of determining the total Collections during the period commencing on the Commencement Date and ending December 31, 1997, all Collections from and after the Commencement Date through March 31, 1998, shall be deemed to be for Medical Group Services rendered during the period commencing on the Commencement Date and ending December 31, 1997. The foregoing shall also apply with respect to determining Notwithstanding the foregoing, the Management Fee earned by applicable to any calendar year shall be based on the Management Company for the previous Collections actually received during such calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30, 1998, and on or before each April 30 of each year beginning 1998occurring thereafter, the Management Company shall determine calculate the compensation (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculationfollowing: (A) The total Collections for all Medical Group Services rendered during such year, minus (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to the Annual Shortfall, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If the Annual Medical Group Compensation Amount is less (the "Annual Overpayment") than the Annual Draw Amount, the Management Company shall withhold from the Monthly Draw otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). (iii) With respect to this Section 5.3(b4.3(b), for purposes of determining the total Collections for all Medical Group Services provided during any calendar year (or portion thereof thereof) during the Term, all Collections during January, February, and March of such year (or portion thereof) shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year (or portion thereof) during the Term in which such Collections were received. The foregoing shall also apply with respect to determining the Management Fee earned by the Management Company for the previous calendar year, for purposes of this Section 5.3(b4.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b4.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30 of each year beginning 1998, the Management Company shall determine the compensation (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation: (A) The total Collections for all Medical Group Services rendered during such year, minus (B) the sum of the following: (1) the Management Fee earned by the Management Company for fo the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to the Annual Shortfall, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If the Annual Medical Group Compensation Amount is less (the "Annual Overpayment") than the Annual Draw Amount, the Management Company shall withhold from the Monthly Draw otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). (iii) With respect to this Section 5.3(b), for purposes of determining the total Collections for all Medical Group Services provided during any calendar year (or portion thereof thereof) during the Term, all Collections during January, February, and March of such each year (or portion thereof) shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year (or portion thereof) during the Term in which such Collections were received. The foregoing shall also apply with respect to determining the Management Fee earned by the Management Company for the previous calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30 of each year beginning 1998, the Management Company shall determine the compensation (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation: (A) The total Collections for all Medical Group Services rendered during such year, minus (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to the Annual Shortfall, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If the Annual Medical Group Compensation Amount is less (the "Annual Overpayment") than the Annual Draw Amount, the Management Company shall withhold from the Monthly Draw otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). (iii) With respect to this Section 5.3(b), for purposes of determining the total Collections for all Medical Group Services provided during any calendar year or portion thereof during the Term, all Collections during January, February, and March of such year shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year in which such Collections were received. The foregoing shall also apply with respect to determining the Management Fee earned by the Management Company for the previous calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30 of each year beginning 1998, the Management Company shall determine the compensation (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation: (A) The total Collections for all Medical Group Services rendered during such year, minus (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to the Annual Shortfall, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If the Annual Medical Group Compensation Amount is less (the "Annual Overpayment") than the Annual Draw Amount, the Management Company shall withhold from the Monthly Draw otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). (iii) With respect to this Section 5.3(b), for purposes of determining the total Collections for all Medical Group Services provided during any calendar year (or portion thereof thereof) during the Term, all Collections during January, February, and March of such year (or portion thereof) shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year (or portion thereof) during the Term in which such Collections were received. The foregoing shall also apply with respect to determining the Management Fee earned by the Management Company for the previous calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30, 1998, and on or before April 30 of each year beginning 1998thereafter, the Management Company shall determine calculate the compensation following (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation:): (A) The total Collections for all Medical Group Services rendered during such the previous calendar year, minusless -- (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such the previous calendar year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to such excess. If the Annual Shortfall, plus interest thereon at Draw Amount for the rate of eight (8%) percent per annum, commencing July 1 of the prior previous calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If exceeds the Annual Medical Group Compensation Amount is less (for the "Annual Overpayment") than the Annual Draw Amountprevious calendar year, the Management Company shall withhold from the Monthly Draw Medical Group Compensation otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date)excess. (iii) With respect to this Section 5.3(b), for For purposes of determining the total Collections for all Medical Group Services provided during any calendar year or portion thereof during the Termyear, all Collections during January, February, and March of such each year shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year in which such Collections were received; provided, however, that for purposes of determining the total Collections during the period commencing on the Commencement Date and ending December 31, 1997, all Collections from and after the Commencement Date through March 31, 1998, shall be deemed to be for Medical Group Services rendered during the period commencing on the Commencement Date and ending December 31, 1997. The foregoing shall also apply with respect to determining Notwithstanding the foregoing, the Management Fee earned by applicable to any calendar year shall be based on the Management Company for the previous Collections actually received during such calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30, 1998, and on or before April 30 of each year beginning 1998thereafter, the Management Company shall determine calculate the compensation following (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation:): (A) The total Collections for all Medical Group Services rendered during such the previous calendar year, minusless -- (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and; (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such the previous calendar year; (3) an amount equal to sixty percent (60%) of any Collections pertaining to any New Medical Office during any applicable New Medical Office Start-Up Period. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15, an amount equal to such excess. If the Annual Shortfall, plus interest thereon at Draw Amount for the rate of eight (8%) percent per annum, commencing July 1 of the prior previous calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If exceeds the Annual Medical Group Compensation Amount is less (for the "Annual Overpayment") than the Annual Draw Amountprevious calendar year, the Management Company shall withhold from the Monthly Draw Medical Group Compensation otherwise payable to the Medical Group, during each of the following six (6) months, an amount equal to one-sixth (1/6) of such Annual Overpayment, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date)excess. (iii) With respect to this Section 5.3(b), for For purposes of determining the total Collections for all Medical Group Services provided during any calendar year or portion thereof during the Termyear, all Collections during January, February, and March of such each year shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year in which such Collections were received; provided, however, that for purposes of determining the total Collections during the period commencing on the Commencement Date and ending December 31, 1997, all Collections from and after the Commencement Date through March 31, 1998, shall be deemed to be for Medical Group Services rendered during the period commencing on the Commencement Date and ending December 31, 1997. The foregoing shall also apply with respect to determining Notwithstanding the foregoing, the Management Fee earned by applicable to any calendar year shall be based on the Management Company for the previous Collections actually received during such calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date and ending on December 31, 1997.

Annual Settlement. (i) On or before April 30, 1998, and on or before April 30 of each year beginning 1998thereafter, the Management Company shall determine calculate the compensation following (the "Annual Medical Group Compensation Amount") earned by the Medical Group with respect to the prior calendar year in accordance with the following calculation:): (A) The total Collections for all Medical Group Services rendered during such the previous calendar year, minusless -- (B) the sum of the following: (1) the Management Fee earned by the Management Company for the previous calendar year; and (2) the Authorized Management Company Operating Costs (as hereinafter defined) actually paid incurred by the Management Company during such the previous calendar year. (ii) If the Annual Medical Group Compensation Amount thus determined exceeds (the "Annual Shortfall") the total of the twelve (12) Monthly Draws paid by the Management Company to the Medical Group during the previous calendar year (the "Annual Draw Amount"), the Management Company shall pay to the Medical Group on or before May 15Group, an together with the compensation amount equal to the Annual Shortfall, plus interest thereon at the rate of eight (8%) percent per annum, commencing July 1 of the prior calendar year (or, with respect to the first calendar year of this Agreement, if applicable, the Commencement Date). If the Annual Medical Group Compensation Amount is less (the "Annual Overpayment") than the Annual Draw Amount, the Management Company shall withhold from the Monthly Draw otherwise payable to the Medical Group, during each of the following six twelve (612) months, an amount equal to one-sixth twelfth (1/61/12) of such excess. If the Annual OverpaymentDraw Amount for the previous calendar year exceeds the Annual Medical Group Compensation Amount for the previous calendar year, plus interest thereon at the rate of eight (8%) percent per annumManagement Company shall withhold from the Medical Group compensation otherwise payable to the Medical Group, commencing July 1 during each of the prior calendar year following twelve (or12) months, with respect an amount equal to one-twelfth (1/12) of such excess. Notwithstanding the foregoing, the party which is required to pay to the first calendar year of this Agreement, if applicable, the Commencement Date)other any such excess may elect to pay such excess in equal installments over a period that is shorter than twelve (12) months. (iii) With respect to this Section 5.3(b), for For purposes of determining the total Collections for all Medical Group Services provided during any calendar year or portion thereof during the Termyear, all Collections during January, February, and March of such each year shall be deemed to be for Medical Group Services rendered during the previous calendar year, and all Collections during April through December shall be deemed to be for Medical Group Services rendered during the calendar year in which such Collections were received; provided, however, that for purposes of determining the total Collections during the period commencing on the date hereof and ending December 31, 1997, all Collections from and after the date hereof through March 31, 1998, shall be deemed to be for Medical Group Services rendered during the period commencing on the date hereof and ending December 31, 1997. The foregoing shall also apply with respect to determining Notwithstanding the foregoing, the Management Fee earned by applicable to any calendar year shall be based on the Management Company for the previous Collections actually received during such calendar year, for purposes of this Section 5.3(b). (iv) Notwithstanding anything to the contrary set forth herein, the first period for which the annual settlement described in this Section 5.3(b) shall be applicable is the period commencing on the Commencement Date date hereof and ending on December 31, 1997.