Common use of Disputes Regarding Fees Clause in Contracts

Disputes Regarding Fees. (a) It is the parties' intent that any disputes regarding Business Manager's performance hereunder shall be resolved to the extent possible by good faith negotiations. To that end, the parties agree that if Practice in good faith believes that Business Manager has failed to perform its obligations, and that as a result of such failure, Practice is entitled to a set-off or reduction in its Management Fees, Practice shall give Business Manager notice of the perceived failure and request in the notice a set-off or reduction in Management Fees. Business Manager and Practice shall then negotiate the dispute in good faith, and if an agreement is reached, the parties shall implement the resolution without further action. (b) If the parties cannot reach a resolution within thirty (30) days, and the amount at issue is $25,000 or less, then the dispute shall be submitted to the Policy Board. The Policy Board shall then consider, develop and implement a resolution of such dispute which shall be final and binding upon Practice and Business Manager. (c) If the amount in dispute is greater than $25,000, and Business Manager and Practice fail to resolve the dispute, then such dispute shall be submitted by either party to binding arbitration as described in Article 7 of this Management Services Agreement. The parties hereto expressly acknowledge and agree that any arbitration regarding a dispute under this Section 6.6(c) shall be limited solely to the determination of the amount of fees due and owing either party, and shall not address or rule in any manner on matters relating to any alleged breaches by either party hereto or any potential remedies therefor. Nothing herein shall preclude the exercise by Practice of any remedies available at law or equity with respect to matters outside the scope of the arbitration.

Disputes Regarding Fees. (a) It is the parties' intent that any disputes regarding Business Manager's performance hereunder calculation of or accounting for fees under Section 4.10(b) and under this Article 6 shall be resolved to the extent possible by good faith negotiations. To that end, the parties agree that if Practice in good faith believes that Business Manager has failed to perform its obligationsaccurately make such calculations or conduct such accounting, and that as a result of such failure, Practice is entitled to a set-off or reduction in its Management Fees, Practice shall give Business Manager notice of the perceived failure and request in the notice a set-off or reduction in Management Fees. Business Manager and Practice shall then negotiate the dispute in good faith, and if an agreement is reached, the parties shall implement the resolution without further action. (bi) If the parties cannot reach a resolution within thirty (30) days, and the amount at issue is $25,000 or less, then the dispute shall be submitted to the Policy Board. The Policy Board shall then consider, develop and implement a resolution of such dispute which shall be final and binding upon Practice and Business Manager. (cii) If the amount in dispute is greater than $25,000, and Business Manager and Practice fail to resolve the dispute, then such dispute shall be submitted by either party to binding arbitration as described in by Article 7 9 of this Management Services the Purchase Agreement. The parties hereto expressly acknowledge and agree that any arbitration regarding a dispute under this Section 6.6(c(b)(ii) shall be limited solely to the determination of the amount of fees due and owing either party, and shall not address or rule in any manner on matters relating to any alleged breaches by either party hereto or any potential remedies therefor. (b) In the event Business Manager fails to perform any of its material obligations in accordance with and as required under Sections 4.1(a), (c) and (e), 4.2, 4.3, 4.8(a), (b), (d) and (f), 4.9 and 4.10(b), and Business Manager fails to perform such material obligations within thirty (30) days after its receipt of written notice from Practice specifying any such deficiency in detail (or shall fail to diligently pursue efforts to cure to the extent such obligation cannot be reasonably performed within such thirty day period), then Practice shall be entitled to retain a third party to perform such obligation, and setoff the reasonable out-of-pocket costs relating thereto against the Management Fee payable to Business Manager pursuant to this Article 6 hereof. Nothing herein In the event Practice retains a third party to perform such obligation, Business Manager shall preclude have the exercise by continuing right to resume performance of such obligation, and upon doing so, Practice of any remedies available at law or equity shall terminate its relationship with respect to matters outside the scope of the arbitrationsuch third party.