Common use of Contract Modifications for Prospective Legal Events Clause in Contracts

Contract Modifications for Prospective Legal Events. In the event any state or federal laws or regulations, now existing or enacted or promulgated after the Effective Date of this Agreement, are interpreted by judicial decision, a regulatory agency or legal counsel of both parties in such a manner as to indicate that the structure of this Agreement may be in violation of such laws or regulations (a “Structural Issue”), and if the basis of such violation relates to the management fee payable to MANAGEMENT SERVICES hereunder, MANAGEMENT SERVICES may elect either to terminate this Agreement, on not less than ninety (90) days written notice to YRMP, or negotiate and enter into an amendment of the management fee provisions of this Agreement in such manner as to alleviate such violation. In the event that MANAGEMENT SERVICES elects to negotiate an amendment of the management fee provisions of this Agreement, the parties shall be obligated to use their best efforts to negotiate such amendment based upon the principles set forth in Section 3.5(b)(v) hereof. In the event that the parties are unable to agree upon such amendment within thirty (30) days after the determination that such amendment is necessary, either party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to the other, or submit the amendment of the provisions of this Agreement relating to the management fee to arbitration in accordance with the provisions of Section 3.5 hereof. In the event the basis of such violation relates to a matter other than the management fee, YRMP and MANAGEMENT SERVICES shall amend this Agreement, to the maximum extent possible, to preserve the underlying economic and financial arrangements between YRMP and MANAGEMENT SERVICES. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.11 may require reorganization of YRMP or MANAGEMENT SERVICES, or both, and may require either or both parties to obtain appropriate regulatory licenses and approvals. If (a) such reorganization or obtaining such regulatory licenses and approvals is not reasonably possible, either party shall have the right to terminate this Agreement on not less than ninety (90) days written notice to the other party; or (b) such reorganization or obtaining such regulatory licenses and approvals would require MANAGEMENT SERVICES or YRMP to incur a material economic detriment or would result in a material economic detriment for MANAGEMENT SERVICES or . YRMP, MANAGEMENT SERVICES or YRMP, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to YRMP or MANAGEMENT SERVICES, as the case may be. MANAGEMENT SERVICES shall have no claim against YRMP, and YRMP shall have no claim against MANAGEMENT SERVICES, pursuant to the provisions of Section 4.1(c) hereof or Section 4.2(c) hereof, respectively, which is based upon or arises out of a Structural Issue.

Contract Modifications for Prospective Legal Events. In the event any state or federal laws or regulations, now existing or enacted or promulgated after the Effective Date of this Agreement, are interpreted by judicial decision, a regulatory agency or legal counsel of both parties in such a manner as to indicate that the structure of this Agreement may be in violation of such laws or regulations (a “"Structural Issue”"), and if the basis of such violation relates to the management fee payable to MANAGEMENT SERVICES hereunder, MANAGEMENT SERVICES either party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to YRMPthe other party, or negotiate and enter into an amendment of the management fee provisions of this Agreement in such manner as to alleviate such violation. In the event that MANAGEMENT SERVICES elects to negotiate an amendment of the management fee provisions of this Agreement, the parties shall be obligated to use their best efforts to negotiate such amendment based upon the principles set forth in Section 3.5(b)(v) hereof. In the event that the parties are unable to agree upon such amendment within thirty (30) days after the determination that such amendment is necessary, either party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to the other, or submit the amendment of the provisions of this Agreement relating to the management fee to arbitration in accordance with the provisions of Section 3.5 hereof. In the event the basis of such violation relates to a matter other than the management fee, YRMP and MANAGEMENT SERVICES shall amend this Agreement, to the maximum extent possible, to preserve the underlying economic and financial arrangements between YRMP and MANAGEMENT SERVICESparty. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.11 8.10 may require reorganization of YRMP Physician or MANAGEMENT SERVICESLightTouch, or both, and may require either or both parties to obtain appropriate regulatory licenses and approvals. If (a) such reorganization or obtaining such regulatory licenses and approvals is not reasonably possible, either party shall have the right to terminate this Agreement on not less than ninety (90) days written notice to the other party; or (b) such reorganization or obtaining such regulatory licenses and approvals would require MANAGEMENT SERVICES LightTouch or YRMP Physician to incur a material economic detriment or would result in a material economic detriment for MANAGEMENT SERVICES LightTouch or . YRMPPhysician, MANAGEMENT SERVICES LightTouch or YRMPPhysician, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to YRMP Physician or MANAGEMENT SERVICESLightTouch, as the case may be. MANAGEMENT SERVICES In the event that either party elects to terminate this Agreement in accordance with the provisions of this Section 8.10, LightTouch shall have the right, exercised by the delivery of a written notice to Physician at any time within sixty (60) days after the delivery by either party of notice of termination of this Agreement, to require Physician to purchase from LightTouch all of the assets used by Physician in connection with the conduct of the medical practice at the Lexington Center (the "Practice Assets"). In the event that LightTouch fails to exercise such right within the first thirty (30) days of such sixty (60) day period, Physician shall have the right, exercisable by delivery of a written notice to LightTouch at any time during the last thirty (30) days of such sixty (60) day period, to require LightTouch to sell to Physician all of the Practice Assets. (a) the purchase price for the Practice Assets shall be the balance outstanding under the Note, if any; and (b) the closing for such sale of the Practice Assets shall occur on such date as is designated in writing by LightTouch (if LightTouch elects to exercise such right) or Physician (if Physician elects to exercise such right) which date shall be not later than ten (10) business days after the date of delivery by LightTouch or Physician of notice of its exercise of its right to require Physician to purchase or to require LightTouch to sell all of the Purchase Assets, as the case may be. LightTouch shall have no claim against YRMPPhysician, and YRMP Physician shall have no claim against MANAGEMENT SERVICES, pursuant to the provisions of Section 4.1(c) hereof or Section 4.2(c) hereof, respectively, LightTouch which is based upon or arises out of a Structural Issue.

Contract Modifications for Prospective Legal Events. In the event any state or federal laws or regulations, now existing or enacted or promulgated after the Effective Date of this Agreement, are interpreted by judicial decision, a regulatory agency or legal counsel of both parties in such a manner as to indicate that the structure of this Agreement may be in violation of such laws or regulations (a “"Structural Issue”"), and if the basis of such violation relates to the management fee payable to MANAGEMENT SERVICES hereunder, MANAGEMENT SERVICES may elect either to terminate this Agreement, on not less than ninety (90) days written notice to YRMP, or negotiate and enter into an amendment of the management fee provisions of this Agreement in such manner as to alleviate such violation. In the event that MANAGEMENT SERVICES elects to negotiate an amendment of the management fee provisions of this Agreement, the parties shall be obligated to use their best efforts to negotiate such amendment based upon the principles set forth in Section 3.5(b)(v) hereof. In the event that the parties are unable to agree upon such amendment within thirty (30) days after the determination that such amendment is necessary, either party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to the other, or submit the amendment of the provisions of this Agreement relating to the management fee to arbitration in accordance with the provisions of Section 3.5 hereof. In the event the basis of such violation relates to a matter other than the management fee, YRMP and MANAGEMENT SERVICES shall amend this Agreement, to the maximum extent possible, to preserve the underlying economic and financial arrangements between YRMP and MANAGEMENT SERVICES. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.11 may require reorganization of YRMP or MANAGEMENT SERVICES, or both, and may require either or both parties to obtain appropriate regulatory licenses and approvals. If (a) such reorganization or obtaining such regulatory licenses and approvals is not reasonably possible, either party shall have the right to terminate this Agreement on not less than ninety (90) days written notice to the other party; or (b) such reorganization or obtaining such regulatory licenses and approvals would require MANAGEMENT SERVICES or YRMP to incur a material economic detriment or would result in a material economic detriment for MANAGEMENT SERVICES or . YRMP, MANAGEMENT SERVICES or YRMP, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to YRMP or MANAGEMENT SERVICES, as the case may be. MANAGEMENT SERVICES shall have no claim against YRMP, and YRMP shall have no claim against MANAGEMENT SERVICES, pursuant to the provisions of Section 4.1(c) hereof or Section 4.2(c) hereof, respectively, which is based upon or arises out of a Structural Issue.

Contract Modifications for Prospective Legal Events. In the event any state or federal laws or regulations, now existing or enacted or promulgated after the Effective Date of this Agreement, are interpreted by judicial decision, a regulatory agency or legal counsel of both parties in such a manner as to indicate that the structure of this Agreement may be in violation of such laws or regulations (a “"Structural Issue”"), and if the basis of such violation relates to the management fee payable to MANAGEMENT SERVICES hereunder, MANAGEMENT SERVICES either party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to YRMPthe other party, or negotiate and enter into an amendment of the management fee provisions of this Agreement in such manner as to alleviate such violation. In the event that MANAGEMENT SERVICES elects to negotiate an amendment of the management fee provisions of this Agreement, the parties shall be obligated to use their best efforts to negotiate such amendment based upon the principles set forth in Section 3.5(b)(v) hereof. In the event that the parties are unable to agree upon such amendment within thirty (30) days after the determination that such amendment is necessary, either a party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to the other, or submit the amendment of the provisions of this Agreement relating to the management fee to arbitration in accordance with the provisions of Section 3.5 hereof. In the event the basis of such violation relates to a matter other than the management fee, YRMP and MANAGEMENT SERVICES shall amend this Agreement, to the maximum extent possible, to preserve the underlying economic and financial arrangements between YRMP and MANAGEMENT SERVICESparty. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.11 8.10 may require reorganization of YRMP Physician or MANAGEMENT SERVICESLightTouch, or both, and may require either or both parties to obtain appropriate regulatory licenses and approvals. If (a) such reorganization or obtaining such regulatory licenses and approvals is not reasonably possible, either party shall have the right to terminate this Agreement on not less than ninety (90) days written notice to the other party; or (b) such reorganization or obtaining such regulatory licenses and approvals would require MANAGEMENT SERVICES LightTouch or YRMP Physician to incur a material economic detriment or would result in a material economic detriment for MANAGEMENT SERVICES LightTouch or . YRMPPhysician, MANAGEMENT SERVICES LightTouch or YRMPPhysician, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to YRMP Physician or MANAGEMENT SERVICESLightTouch, as the case may be. MANAGEMENT SERVICES In the event that either party elects to terminate this Agreement in accordance with the provisions of this Section 8.10, LightTouch shall have the right, exercised by the delivery of a written notice to Physician at any time within sixty (60) days after the delivery by either party of notice of termination of this Agreement, to require Physician to purchase from LightTouch all of the assets used by Physician in connection with the conduct of the medical practice at the South Carolina Center (the "Practice Assets"). In the event that LightTouch fails to exercise such right within the first thirty (30) days of such sixty (60) day period, Physician shall have the right, exercisable by delivery of a written notice to LightTouch at any time during the last thirty (30) days of such sixty (60) day period, to require LightTouch to sell to Physician all of the Practice Assets. (a) the purchase price for the Practice Assets shall be the balance outstanding under the Note, if any; and (b) the Charleston: 182803 13 closing for such sale of the Practice Assets shall occur on such date as is designated in writing by LightTouch (if LightTouch elects to exercise such right) or Physician (if Physician elects to exercise such right) which date shall be not later than ten (10) business days after the date of delivery by LightTouch or Physician of notice of its exercise of its right to require Physician to purchase or to require LightTouch to sell all of the Purchase Assets, as the case may be. LightTouch shall have no claim against YRMPPhysician, and YRMP Physician shall have no claim against MANAGEMENT SERVICES, pursuant to the provisions of Section 4.1(c) hereof or Section 4.2(c) hereof, respectively, LightTouch which is based upon or arises out of a Structural Issue.

Contract Modifications for Prospective Legal Events. In the event any state or federal laws or regulations, now existing or enacted or promulgated after the Effective Date of this Agreement, are interpreted by judicial decision, a regulatory agency or legal counsel of both parties in such a manner as to indicate that the structure of this Agreement may be in violation of such laws or regulations (a “"Structural Issue”"), and if the basis of such violation relates to the management fee payable to MANAGEMENT SERVICES hereunder, MANAGEMENT SERVICES either party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to YRMPthe other party, or negotiate and enter into an amendment of the management fee provisions of this Agreement in such manner as to alleviate such violation. In the event that MANAGEMENT SERVICES elects to negotiate an amendment of the management fee provisions of this Agreement, the parties shall be obligated to use their best efforts to negotiate such amendment based upon the principles set forth in Section 3.5(b)(v) hereof. In the event that the parties are unable to agree upon such amendment within thirty (30) days after the determination that such amendment is necessary, either a party may elect either to terminate this Agreement, on not less than ninety (90) days written notice to the other, or submit the amendment of the provisions of this Agreement relating to the management fee to arbitration in accordance with the provisions of Section 3.5 hereof. In the event the basis of such violation relates to a matter other than the management fee, YRMP and MANAGEMENT SERVICES shall amend this Agreement, to the maximum extent possible, to preserve the underlying economic and financial arrangements between YRMP and MANAGEMENT SERVICESparty. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.11 may require reorganization of YRMP Physician Group or MANAGEMENT SERVICESLight Touch, or both, and may require either or both parties to obtain appropriate regulatory licenses and approvals. If (a) such reorganization or obtaining such regulatory licenses and approvals is not reasonably possible, either party shall have the right to terminate this Agreement on not less than ninety (90) days written notice to the other party; or (b) such reorganization or obtaining such regulatory licenses and approvals would require MANAGEMENT SERVICES Light Touch or YRMP Physician Group to incur a material economic detriment or would result in a material economic detriment for MANAGEMENT SERVICES Light Touch or . YRMPPhysician Group, MANAGEMENT SERVICES Light Touch or YRMPPhysician Group, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to YRMP Physician Group or MANAGEMENT SERVICESLight Touch, as the case may be. MANAGEMENT SERVICES In the event that either party elects to terminate this Agreement in accordance with the provisions of this Section 8.11, Light Touch shall have the right, exercisable by the delivery of a written notice to Physician Group at any time within sixty (60) days after the delivery by either party of notice of termination of this Agreement, to require Physician Group to purchase from Light Touch all of the assets used by Physician Group in connection with the conduct of the medical practice at the Centers (the "Practice Assets"). In the event that Light Touch fails to exercise such right within the first thirty (30) days of such sixty (60) day period, Physician Group shall have the right, exercisable by delivery of a written notice to Light Touch at any time during the last thirty (30) days of such sixty (60) day period, to require Light Touch to sell to Physician Group all of the Practice Assets. (a) the purchase price for the practice assets shall be their appraised fair market value (which shall be determined by appraiser(s) mutually agreeable to the parties); (b) 25% of such purchase price shall be payable to Light Touch at the closing for such sale of the Practice Assets in immediately available funds to such bank account as is designated by Light Touch, and the balance of such purchase price shall be payable in such immediately available funds within six (6) months after the closing; and (c) the closing for such sale of the Practice Assets shall occur on such date as is designated in writing by Light Touch (if Light Touch elects to exercise such right) or Physician Group (if Physician Group elects to exercise such right) which date shall be not later than five (5) business days after the date of delivery by Light Touch or Physician Group of notice of its exercise of its right to require Physician Group to purchase or to require Light Touch to sell all of the Practice Assets, as the case may be. Light Touch shall have no claim against YRMPPhysician Group, and YRMP Physician Group shall have no claim against MANAGEMENT SERVICESLight Touch, pursuant to the provisions of Section 4.1(c4.1(a) (iii) hereof or Section 4.2(c) hereof, respectively, which is based upon or arises out of a Structural Issue.