Common use of Employment of Physicians Clause in Contracts

Employment of Physicians. (i) Practice shall operate and maintain within the Practice Territory a full-time practice of medicine specializing in the provision of Medical Services, and shall maintain and enforce employment agreements in the form of Exhibit 5.1A (the "Employment Agreements") with individual ------------ physician Practice-Owners, and Services Agreements with professional or medical service corporation Practice- Owners, including, without limitation, the initial Practice-Owners identified in Exhibit 5.1B. Practice-Owners that are parties to Services ------------ Agreements shall maintain employment agreements with their Physician Shareholders in the form of Exhibit 5.1C. Practice shall not amend the ------------ Employment Agreements or the Services Agreements in any material manner or waive any material rights of Practice thereunder without the prior written approval of Business Manager. Recognizing that Business Manager would not have entered into this Management Services Agreement but for Practice's covenant to maintain Employment Agreements or Services Agreements with Practice-Owners, and subject to subparagraph (ii) below, Practice shall pay to Business Manager, in addition to the Management Fee, any damages, compensation, payment or settlement received by Practice from a Practice- Owner (A) pursuant to Section 4.2 of the Employment Agreements and/or Section 4.2 of the Services Agreement, or (B) arising from any other material breaches of the Employment Agreements or Services Agreements or (C) any funds remitted (1) by Physician to Owner-Contractor in accordance with Section 6.5 of the Employment Agreement or (2) by Owner-Contractor to Practice pursuant to Section 6.5 the Services Agreement (such damages being collectively referred to herein as the "Business Manager Damages"). If any Physician shall fail to perform any of the material duties and obligations of a Physician under an Employment Agreement or pursuant to an employment agreement with a Practice-Owner that is a party to a Services Agreement, and Practice fails to enforce vigorously (as determined reasonably and in good faith by the Policy Board) such Employment Agreement or Services Agreement (and associated employment agreement), Business Manager shall have the right, but not the obligation, to enforce the provisions of such Employment Agreement or Services Agreement (and associated employment agreement), and Practice shall assign all of its rights and remedies under such Employment Agreement or Services Agreement (and any associated employment agreement) upon the request of Business Manager. To the extent permitted by law, Practice acknowledges and agrees that Business Manager has third party beneficiary rights to the extent set forth above in each Employment Agreement or Service Agreement.

Employment of Physicians. (i) Practice shall operate and maintain within the Practice Territory a full-time practice of medicine specializing in the provision of Medical Services, and shall maintain and enforce employment agreements in the form of Exhibit 5.1A (the "Employment Agreements") with individual ------------ physician Practice-Owners, and Services Agreements with professional or medical service corporation Practice- Practice-Owners, including, without limitation, the initial Practice-Owners identified in Exhibit 5.1B. Practice-Owners that are parties to Services ------------ Agreements shall maintain employment agreements with their Physician Shareholders in the form of Exhibit 5.1C. Practice shall not amend the ------------ Employment Agreements or the Services Agreements in any material manner or waive any material rights of Practice thereunder without the prior written approval of Business Manager. Recognizing that Business Manager would not have entered into this Management Services Agreement but for Practice's covenant to maintain Employment Agreements or Services Agreements with Practice-Owners, and subject to subparagraph (ii) below, Practice shall pay to Business Manager, in addition to the Management Fee, any damages, compensation, payment or settlement received by Practice from a Practice- Practice-Owner (A) pursuant to Section 4.2 of the Employment Agreements and/or Section 4.2 of the Services Agreement, or (B) arising from any other material breaches of the Employment Agreements or Services Agreements or (C) any funds remitted (1) by Physician to Owner-Contractor in accordance with Section 6.5 of the Employment Agreement or (2) by Owner-Contractor to Practice pursuant to Section 6.5 the Services Agreement (such damages being collectively referred to herein as the "Business Manager Damages"). If any Physician shall fail to perform any of the material duties and obligations of a Physician under an Employment Agreement or pursuant to an employment agreement with a Practice-Owner that is a party to a Services Agreement, and Practice fails to enforce vigorously (as determined reasonably and in good faith by the Policy Board) such Employment Agreement or Services Agreement (and associated employment agreement), Business Manager shall have the right, but not the obligation, to enforce the provisions of such Employment Agreement or Services Agreement (and associated employment agreement), and Practice shall assign all of its rights and remedies under such Employment Agreement or Services Agreement (and any associated employment agreement) upon the request of Business Manager. To the extent permitted by law, Practice acknowledges and agrees that Business Manager has third party beneficiary rights to the extent set forth above in each Employment Agreement or Service Agreement.

Employment of Physicians. (i) Practice shall operate and maintain within the Practice Territory a full-time practice of medicine specializing in the provision of Medical Services, and shall maintain and enforce employment agreements in the form of Exhibit 5.1A 5.1 (the "Employment Agreements") with individual ------------ physician Practice-Owners, and Services Agreements with professional or medical service corporation Practice- OwnersPhysician- ----------- Shareholders, including, without limitation, the initial PracticePhysician-Owners Shareholders identified in Exhibit 5.1B. Practice5.1A; provided, however, that the Employment ------------ -------- ------- Agreements with any Physician-Owners Shareholders not employed by Practice as of the Effective Date (i.e. any Physician-Shareholders other than the Physician-Shareholders identified in Exhibit 5.1A) shall not be required to ------------ contain any liquidated damages or noncompetition buyouts unless Practice determines otherwise; provided further that are parties to Services such liquidated damages -------- ------- provisions shall not be required in any Employment Agreements with the Physician-Shareholders identified in Exhibit 5.1A for periods from and ------------ Agreements after the Initial Term (as defined in each such Physician-Shareholder's Employment Agreement) it being understood that the provision shall maintain employment agreements with their Physician Shareholders in no way alter the form noncompetition provisions set forth in any Physician- Shareholder Employment Agreement. Except as permitted by Section 3.1 of Exhibit 5.1C. the Employment Agreements, Practice shall not amend the ------------ Employment Agreements or the Services Agreements in any material manner or waive any material rights of Practice thereunder without the prior written approval of Business Manager. Recognizing that Business Manager would not have entered into this Management Services Agreement but for Practice's covenant to maintain Employment Agreements or Services Agreements with PracticePhysician-OwnersShareholders, and subject to subparagraph subparagraphs (ii) and (iii) below, Practice shall pay to Business Manager, in addition to the Management Fee, any damages, compensation, payment or settlement received by Practice from a Practice- Owner Physician-Shareholder who terminates his or her Employment Agreement without Physician Cause (A) pursuant to Section 4.2 of as defined in the Employment Agreements and/or Section 4.2 of Agreement) or whose Employment Agreement is terminated by Practice for Practice Cause (as defined in the Services Employment Agreement, ) or (B) arising from for any other material breaches of the Employment Agreements or Services Agreements or (C) any funds remitted (1) by Physician to Owner-Contractor in accordance with Section 6.5 of the Employment Agreement or (2) by Owner-Contractor to Practice pursuant to Section 6.5 the Services Agreement (such damages being collectively referred to herein as the "Business Manager Damages"). If any Physician shall fail Business Manager agrees that payment to perform any Business Manager of the material duties and obligations liquidated damages collected by Practice in accordance with the terms of a Physician under an the Employment Agreement shall satisfy in full any Business Manager Damages but shall not constitute a buyout or pursuant to an employment agreement with a Practice-Owner that is a party to a Services Agreement, release of the noncompetition and Practice fails to enforce vigorously (as determined reasonably and in good faith by nonsolicitation covenants of the Policy Board) such Employment Agreement or Services Agreement (and associated employment agreement)unless the Physician- Shareholder in fact purchases a release from such covenants as contemplated therein; provided, Business Manager further, that such purchase shall have be allocated in the right, but not the obligation, to enforce the provisions of such Employment Agreement or Services Agreement (and associated employment agreement), and Practice shall assign all of its rights and remedies under such Employment Agreement or Services Agreement (and any associated employment agreement) upon the request of Business Manager. To the extent permitted by law, Practice acknowledges and agrees that Business Manager has third party beneficiary rights to the extent manner set forth above in each Employment Agreement or Service AgreementSection 5.1(a)(iii) below.

Employment of Physicians. (i) Practice shall operate and maintain within the Practice Territory a full-time practice of medicine specializing in the provision of Medical Services, and shall maintain and enforce employment agreements in the form of Exhibit 5.1A 5.1 (the "Employment Agreements") with individual ------------ physician Practice-Owners, and Services Agreements with professional or medical service corporation Practice- OwnersPhysician- Shareholders, including, without limitation, the initial PracticePhysician-Owners Shareholders identified in Exhibit 5.1B. Practice5.1A; provided, however, that the Employment Agreements with any Physician-Owners Shareholders not employed by Practice as of the Effective Date (i.e. any Physician-Shareholders other than the Physician-Shareholders identified in Exhibit 5.1A) shall not be required to contain any liquidated damages or noncompetition buyouts unless Practice determines otherwise; provided further that are parties to Services ------------ such liquidated damages provisions shall not be required in any Employment Agreements with the Physician-Shareholders identified in Exhibit 5.1A for periods from and after the Initial Term (as defined in each such Physician-Shareholder's Employment Agreement) it being understood that the provision shall maintain employment agreements with their Physician Shareholders in no way alter the form noncompetition provisions set forth in any Physician- Shareholder Employment Agreement. Except as permitted by Section 3.1 of Exhibit 5.1C. the Employment Agreements, Practice shall not amend the ------------ Employment Agreements or the Services Agreements in any material manner or waive any material rights of Practice thereunder without the prior written approval of Business Manager. Recognizing that Business Manager would not have entered into this Management Services Agreement but for Practice's covenant to maintain Employment Agreements or Services Agreements with PracticePhysician-OwnersShareholders, and subject to subparagraph subparagraphs (ii) and (iii) below, Practice shall pay to Business Manager, in addition to the Management Fee, any damages, compensation, payment or settlement received by Practice from a Practice- Owner Physician-Shareholder who terminates his or her Employment Agreement without Physician Cause (A) pursuant to Section 4.2 of as defined in the Employment Agreements and/or Section 4.2 of Agreement) or whose Employment Agreement is terminated by Practice for Practice Cause (as defined in the Services Employment Agreement, ) or (B) arising from for any other material breaches of the Employment Agreements or Services Agreements or (C) any funds remitted (1) by Physician to Owner-Contractor in accordance with Section 6.5 of the Employment Agreement or (2) by Owner-Contractor to Practice pursuant to Section 6.5 the Services Agreement (such damages being collectively referred to herein as the "Business Manager Damages"). If any Physician shall fail Business Manager agrees that payment to perform any Business Manager of the material duties and obligations liquidated damages collected by Practice in accordance with the terms of a Physician under an the Employment Agreement shall satisfy in full any Business Manager Damages but shall not constitute a buyout or pursuant to an employment agreement with a Practice-Owner that is a party to a Services Agreement, release of the noncompetition and Practice fails to enforce vigorously (as determined reasonably and in good faith by nonsolicitation covenants of the Policy Board) such Employment Agreement or Services Agreement (and associated employment agreement)unless the Physician- Shareholder in fact purchases a release from such covenants as contemplated therein; provided, Business Manager further, that such purchase shall have be allocated in the right, but not the obligation, to enforce the provisions of such Employment Agreement or Services Agreement (and associated employment agreement), and Practice shall assign all of its rights and remedies under such Employment Agreement or Services Agreement (and any associated employment agreement) upon the request of Business Manager. To the extent permitted by law, Practice acknowledges and agrees that Business Manager has third party beneficiary rights to the extent manner set forth above in each Employment Agreement or Service AgreementSection 5.1(a)(iii) below.