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"), either party may terminate this Agreement, on not less than ninety (90) days written notice to the other party, or negotiate and enter into an amendment of the provisions of this Agreement in such manner as to alleviate such violation. 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 terminate this Agreement, on not less than ninety (90) days written notice to the other party. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.10 may require reorganization of Physician or LightTouch, 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 LightTouch or Physician to incur a material economic detriment or would result in a material economic detriment for LightTouch or Physician, LightTouch or Physician, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to Physician or LightTouch, as the case may be. 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.

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"), either party may terminate this Agreement, on not less than ninety (90) days written notice to the other party, or negotiate and enter into an amendment of the provisions of this Agreement in such manner as to alleviate such violation. 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 party. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.10 may require reorganization of Physician or LightTouch, 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 LightTouch or Physician to incur a material economic detriment or would result in a material economic detriment for LightTouch or Physician, LightTouch or Physician, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to Physician or LightTouch, as the case may be. 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 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.

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"), either party may terminate this Agreement, on not less than ninety (90) days written notice to the other party, or negotiate and enter into an amendment of the provisions of this Agreement in such manner as to alleviate such violation. 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 party. The parties agree that an amendment to accomplish the purposes set forth in this Section 8.10 8.11 may require reorganization of Physician Group or LightTouchLight 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 LightTouch Light Touch or Physician Group to incur a material economic detriment or would result in a material economic detriment for LightTouch Light Touch or PhysicianPhysician Group, LightTouch Light Touch or PhysicianPhysician Group, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to Physician Group or LightTouchLight Touch, as the case may be. In the event that either party elects to terminate this Agreement in accordance with the provisions of this Section 8.108.11, LightTouch Light Touch shall have the right, exercised 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 LightTouch Light Touch all of the assets used by Physician Group in connection with the conduct of the medical practice at the Lexington Center Centers (the "Practice Assets"). In the event that LightTouch 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 LightTouch Light Touch at any time during the last thirty (30) days of such sixty (60) day period, to require LightTouch Light Touch to sell to Physician Group all of the Practice Assets.

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 party may to terminate this Agreement, on not less than ninety (90) days written notice to the other partyYRMP, 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 partythan 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 8.10 8.11 may require reorganization of Physician YRMP or LightTouchMANAGEMENT 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 LightTouch MANAGEMENT SERVICES or Physician YRMP to incur a material economic detriment or would result in a material economic detriment for LightTouch MANAGEMENT SERVICES or PhysicianYRMP, LightTouch MANAGEMENT SERVICES or PhysicianYRMP, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to Physician YRMP or LightTouchMANAGEMENT SERVICES, as the case may be. In the event that either party elects MANAGEMENT SERVICES shall have no claim against YRMP, and YRMP shall have no claim against MANAGEMENT SERVICES, pursuant to terminate this Agreement in accordance with the provisions of this Section 8.104.1(c) hereof or Section 4.2(c) hereof, LightTouch shall have the rightrespectively, exercised by the delivery which is based upon or arises out 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 AssetsStructural 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 party may to terminate this Agreement, on not less than ninety (90) days written notice to the other partyYRMP, 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 partythan 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 8.10 8.11 may require reorganization of Physician YRMP or LightTouchMANAGEMENT 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 LightTouch MANAGEMENT SERVICES or Physician YRMP to incur a material economic detriment or would result in a material economic detriment for LightTouch MANAGEMENT SERVICES or Physician. YRMP, LightTouch MANAGEMENT SERVICES or PhysicianYRMP, as the case may be, shall have the right to terminate this Agreement on not less than ninety (90) days written notice to Physician YRMP or LightTouchMANAGEMENT SERVICES, as the case may be. In the event that either party elects MANAGEMENT SERVICES shall have no claim against YRMP, and YRMP shall have no claim against MANAGEMENT SERVICES, pursuant to terminate this Agreement in accordance with the provisions of this Section 8.104.1(c) hereof or Section 4.2(c) hereof, LightTouch shall have the rightrespectively, exercised by the delivery which is based upon or arises out 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 AssetsStructural Issue.