Exchange Termination. The Exchange may, by ninety (90) days’ written notice to Contractor, and without prejudice to any other of the Exchange remedies, terminate this Agreement for cause based on one or more of the following occurrences:
a) Contractor fails to fulfill an obligation that is material to its status as a QHP Issuer or its performance under the Agreement;
b) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Agreement /or Contractor otherwise fails to maintain compliance with the “good standing” requirements pursuant to Section 3.1.1 and which impairs Contractor’s ability to provide Services under the Agreement;
c) Contractor breaches any material term, covenant, warranty, or obligation under this Agreement that is not cured or substantially cured to the reasonable satisfaction of the Exchange within forty-five (45) days after receipt of notice of default from the Exchange; provided, however, that such cure period may not be required and the Exchange may terminate the Agreement immediately if the Exchange determines pursuant to subparagraph
Exchange Termination. The Exchange may, with ninety (90) days’ written notice to Contractor, and without prejudice to any other of the Exchange remedies, terminate this Agreement for cause based on one or more of the following occurrences:
(a) Contractor fails to fulfill an obligation that is material to its status as a QDP Issuer or its performance under the Agreement;
(b) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Agreement or Contractor otherwise fails to maintain compliance with the “good standing” requirements pursuant to Section 3.1.1 and which impairs Contractor’s ability to provide Services under the Agreement;
(c) Contractor breaches any material term, covenant, warranty, or obligation under this Agreement that is not cured or substantially cured to the reasonable satisfaction of the Exchange within forty- five (45) days after receipt of notice of default from the Exchange; provided, however, that such cure period may not be required and the Exchange may terminate the Agreement immediately if the Exchange determines pursuant to subparagraph (e) below that Contractor’s breach threatens the health and safety of Enrollees;
(d) Contractor knowingly has a director, officer, partner, or person with a beneficial ownership of more than five percent (5%) of Contractor’s equity or has an employment, consulting or other subcontractor agreement for the provision of Services under this Agreement who is, or has been:
(A) excluded, debarred, or suspended from participating in any federally funded health care program, (B) suspended or debarred from participation in any state contract or procurement process, or (C) convicted of a felony or misdemeanor (or entered a plea of nolo contendere) related to a crime or violation involving the acquisition or dispersal of funds or delivery of Health Care Services to beneficiaries of any State or Federal health care program;
(e) The Exchange reasonably determines that (i) the welfare of Enrollees is in jeopardy if this Agreement continues, as such determination shall be made in the reasonable discretion of the Exchange based on consideration of professionally recognized standards and benchmarks, requirements imposed by accreditation agencies and applicable laws, rules and regulations; or (ii) Contractor fails to comply with a change in laws, rules or regulations occurring during the term of this Agreement and/or does not take any and all actions that may be required to...
