Hospital Contracts Clause Samples

Hospital Contracts. 26 Operation of the Lithotripsy System..............................28 Management.......................................................28

Hospital Contracts. Attached hereto as Schedule 5.13 is a list of all Contracts to which either the Company, Seller or an Affiliate of Seller (the “Contract Party”) is a party and that are related to the operation of the Hospital, including all provider network agreements, clinical affiliation agreements, business associate agreements, medical director agreements, consulting agreements, management services agreements, professional services agreements, transfer agreements, recruitment agreements, employment agreements, real estate lease agreements, personal property lease agreements, supply agreements, advertising agreements, and software, data, and content license agreements. Contracts which are listed on Schedule 5.13 are referred to herein collectively as the “Hospital Contracts.” For each Contract listed on Schedule 5.13, Schedule 5.13 clearly identifies those Contracts that are Excluded Contracts which, as set forth in Section 11.9, will not be available to the Hospital after Closing. Each Hospital Contract (i) is valid and existing (or constitutes a month-to-month Contract under which goods or services are being provided after the expiration of its original term), and the Contract Party has duly performed in all material respects its obligations under each Hospital Contract to which it is a party to the extent that such obligations to perform have accrued and (ii) except for any breaches resulting from the failure to obtain the consent or approval of the counterparty thereto related to the transactions contemplated under this Agreement, no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default under any Hospital Contract by the Contract Party or, to the knowledge of Seller, and except as set forth on Schedule 5.13, any other party or obligor with respect thereto, has occurred, provided that no representation is made with respect to any breach of any Hospital Contract arising from the failure to obtain any third party consent (or give any third party notice) required in connection with the transactions contemplated by this Agreement. Schedule 5.13 identifies those Hospital Contracts (including Leases) with change of control provisions that give or grant the counterparty thereto (i.e., the non-Contract Party) a consent or termination right as a result of the transactions contemplated by this Agreement. Seller has made available to Buyer true and correct copies o...

Hospital Contracts. The five separate lithotripsy services agreements the Partnership has entered into with the Contract Hospitals.

Hospital Contracts. MASIMO will pay a 10% royalty on the fraction of all revenue from the contract signed after January 1, 2009 for the placement of Masimo Licensed Devices (for a committed sensor contract) in relation to the fraction of Enabled rainbow devices compared Masimo Licensed Devices with only ▇▇▇▇▇ ▇▇▇▇▇ Parameters Enabled as follows:

Hospital Contracts. ▇▇▇▇▇ South Florida

Hospital Contracts. The Partnership has entered into Hospital Contracts to provide lithotripsy services at ten treatment centers in the Service Area. The Contract Hospitals are: Greater Sacramento Surgery Center M▇▇▇ ▇▇▇▇▇ St. Joseph's Hospital Sutter Roseville Community Center S▇▇▇▇▇ General Hospital S▇▇▇▇▇ ▇▇▇▇▇ Hospital M▇▇▇▇▇▇▇ Hospital Mercy American River Hospital M▇▇▇▇ ▇▇▇▇▇▇ Hospital Mercy General Hospital Woodland Memorial Hospital All of the Hospital Contracts grant the Partnership the exclusive right to deliver lithotripsy services to the relevant Contract Hospital. The Hospital Contracts require the Partnership to make a lithotripter available at the facilities as agreed to by the Contract Hospital and the Partnership. The Partnership generally also provides a technician and certain ancillary services such as scheduling necessary for the lithotripsy procedure. The Contract Hospitals generally pay the Partnership a fee for each lithotripsy procedure performed at that health care facility. The contracts expire by their terms at various times through December 31, 2003 and generally may be extended only upon mutual agreement with the health care facility. Most of these contracts may be terminated without cause upon 180 days or less written notice by either party prior to any renewal date, or upon customary events of default. The Mercy American River, M▇▇▇▇ ▇▇▇▇▇▇, Mercy General and Woodland Memorial contracts recently expired by their terms, though the parties are currently negotiating for renewals and are continuing to maintain a business relationship on a month-to-month basis substantially in accordance with the terms of those agreements. The General Partner believes it has a good relationship with many of the Contract Hospitals. There is no assurance, however, that one or more of the Hospital Contracts will not terminate in the future. See "Risk Factors - Operating Risks - Contract Terms and Termination." Reimbursement Agreements. Prime and its Affiliates have negotiated third-party reimbursement agreements with certain national and local payors. The national agreements apply to all the lithotripsy partnerships with which Prime is affiliated. Although the Partnership currently provides services under the Hospital Contracts on a wholesale basis, the Partnership will be able to take advantage of these reimbursement agreements in the future if in the event it contracts with a treatment facility on a retail basis. Some of the national and local payors have agreed to pa...

Hospital Contracts. Schedule 4.6 contains a complete and accurate list of (i) each existing agreement between a Partnership and a hospital for the use of the Partnership's lithotripsy services, (ii) the dates on which such agreements were entered into, (iii) the term of each such agreement and (iv) the fees payable under each such agreement.

Hospital Contracts. (a) The Seller will only enter into Hospital Contracts in its Ordinary Course of Business (including, without limitation, with respect to commissions payable thereunder); provided that such Hospital Contracts shall be evidenced in writing; provided further that the Seller will not, without the consent of the Buyer (i) provide guarantees of minimum commissions or income or (ii) enter into a Hospital Contract with any hospital with less than 500 annualized births (calculated as provided in Section 4.2(h)); and provided further that, notwithstanding the foregoing, the Seller will not enter into any Hospital Contracts (or Install any Hospital Contract entered into prior to the date hereof) if the Buyer notifies the Seller within 5 days after the Buyer's receipt of written notice of the material terms of such Hospital Contract (or proposed Installation) that the Buyer has in good faith determined that it does not expect such contract to provide a reasonable return. The Seller will notify the Buyer of the material terms of any Hospital Contract prior to entering into such Hospital Contract. The Hospital Contracts entered into after December 13, 1996 and prior to the date hereof are listed on Schedule 8.5. ------------ (b) The Seller will promptly notify the Buyer if the Seller receives notice that any hospital may terminate a Hospital Contract, or that any hospital intends to propose any change to a Hospital Contract.

Hospital Contracts. Each Seller shall have entered into a participating hospital agreement meeting the requirements set forth in Schedule 10.16.