Complete Discontinuance. In the event that SEARHC determines that continuing to provide all or substantially all of the health care services it then provides in Sitka, Alaska (the “Sitka Health Care Operations”) is not feasible or desirable for any reason, including but not limited to a decision to sell or otherwise dispose of SEARHC’s interest in the Sitka Health Care Operations, SEARHC shall provide notice to the City of SEARHC’s intent to discontinue such services, and shall afford the City the opportunity to bid for the acquisition of the Sitka Health Care Operations. If within ninety (90) days following the notice from SEARHC, the City and SEARHC do not enter into a letter of intent with binding provisions related to (i) the financial aspects of the transaction and (ii) the structure of and closing date of the transaction pursuant to which the City will acquire the Sitka Health Care Operations from SEARHC, then the City’s right to bid to acquire the Sitka Health Care Operations under this Section 6.21(b) shall expire. On the date that SEARHC ceases to provide the Sitka Health Care Operations (the “Date Operations Are Discontinued”), SEARHC shall promptly pay the City, or the Escrow Agent, as provided herein, the discounted present value of any installment payments then remaining unpaid under Section 1.6(c)(ii)(B) calculated as follows: the value of such installment payments discounted from the date such payments would otherwise be payable by SEARHC in accordance with the terms of this Agreement back to the Date Operations Are Discontinued at a discount rate of 6.10% per annum (the “Discounted Present Value of Installment Payments”). If the Date Operations Are Discontinued occurs prior to the Payment Date, then the Discounted Present Value of Installment Payment shall be paid by SEARHC to the Escrow Agent for further deposit into the Purchase Price Escrow Account in accordance with Section 1.7. If the Date Operations Are Discontinued occurs after the Payment Date, and before the tenth anniversary of the Closing Date, then the amount payable under this Section 6.21(b) shall be paid by SEARHC to the City. In accordance with the forfeiture provisions of Section 1.7(c), notwithstanding anything herein to the contrary, no amount shall be paid to the City or deposited in the Escrow Account if the Payment Date has not occurred by the tenth anniversary of the Closing Date.
Appears in 6 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
Complete Discontinuance. In the event that SEARHC determines that continuing to provide all or substantially all of the health care services it then provides in Sitka, Alaska (the “Sitka Health Care Operations”) is not feasible or desirable for any reason, including but not limited to a decision to sell or otherwise dispose of SEARHC’s interest in the Sitka Health Care Operations, SEARHC shall provide notice to the City of SEARHC’s intent to discontinue such services, and shall afford the City the opportunity to bid for the acquisition of the Sitka Health Care Operations. If within ninety (90) days following the notice from SEARHC, the City and SEARHC do not enter into a letter of intent with binding provisions related to (i) the financial aspects of the transaction and (ii) the structure of and closing date of the transaction pursuant to which the City will acquire the Sitka Health Care Operations from SEARHC, then the City’s right to bid to acquire the Sitka Health Care Operations under this Section 6.21(b) shall expire. On the date that SEARHC ceases to provide the Sitka Health Care Operations (the “Date Operations Are Discontinued”), SEARHC shall promptly pay the City, or the Escrow Agent, as provided herein, the discounted present value of any installment payments then remaining unpaid under Section 1.6(c)(ii)(B) calculated as follows: the value of such installment payments discounted from the date such payments would otherwise be payable by SEARHC in accordance with the terms of this Agreement back to the Date Operations Are Discontinued at a discount rate of 6.10% per annum (the “Discounted Present Value of Installment Payments”). If the Date Operations Are Discontinued occurs prior to the Payment Date, then the Discounted Present Value of Installment Payment shall be paid by SEARHC to the Escrow Agent for further deposit into the Purchase Price Escrow Account in accordance with Section 1.7. If the Date Operations Are Discontinued occurs after the Payment Date, and before the tenth anniversary of the Closing Date, then the amount payable under this Section 6.21(b) shall be paid by SEARHC to the City. In accordance with the forfeiture provisions of Section 1.7(c), notwithstanding anything herein to the contrary, no amount shall be paid to the City or deposited in the Escrow Account if the Payment Date has not occurred by the tenth anniversary of the Closing Date. . SEARHC acknowledges that in order for the Hospital to complete cost reports and financial audits and wind up the activities of the Hospital’s operation of the Business for pre-Closing time periods (the “Wind Up Activities”), the services of certain Transferred Employees will be required. Accordingly, SEARHC agrees to allow certain Transferred Employees who are identified by the Hospital, with the consent of SEARHC (not to be unreasonably withheld), to provide such Wind Up Activities on behalf of the Hospital according to a schedule established to reasonably accommodate the needs of the City, up to an aggregate of _____ (_____) hours for a period of nine (9) months following the Effective Time, and until __________, 2020 the Parties will work together on a mutually agreeable solution to address remaining Wind Up Activities such as audits and other matters that may arise related to the Hospital’s operation of the Business prior to the Effective Time and that during such period the City may store records related to the operations of the Business at the Hospital Facility. The City shall reimburse SEARHC for its cost of employees (including wages and benefits) providing such Wind Up Activities. TERMINATION . This Agreement may be terminated at any time prior to the Closing: by the mutual written consent of SEARHC and the City; by the City, if there has been a material breach by SEARHC of any covenant, representation or other agreement or term contained herein which has prevented the satisfaction of any condition to the obligations of the City at the Closing and such breach has not been waived by the City or cured by SEARHC within ten (10) Business Days after SEARHC’s receipt of Notice thereof from the City; by SEARHC, if there has been a material breach by the City or the Hospital of any covenant, representation or other agreement or term contained herein which has prevented the satisfaction of any condition to the obligations of SEARHC at the Closing and such breach has not been waived by SEARHC or cured by the City within ten (10) Business Days after the receipt of Notice thereof from SEARHC; by the City, if the transactions contemplated hereby have not been consummated on or before the Termination Date; provided that the City shall not be entitled to terminate this Agreement pursuant to this Section 7.1(d) if the City’s willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby; and by SEARHC, if the transactions contemplated hereby have not been consummated on or before the Termination Date; provided that SEARHC shall not be entitled to terminate this Agreement pursuant to this Section 7.1(e) if SEARHC’s willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement
