Legal Jeopardy. If either party obtains a written opinion of legal counsel stating that, in the event of an audit or investigation, this Agreement is likely to be challenged by any governmental agency as illegal or improper or resulting in fines, penalties or exclusion from the Medicare or Medi-Cal programs, or in the case of Hospital, loss of tax-exempt status or its ability to obtain tax-exempt financing, that party may terminate this Agreement by providing written notice, including a copy of such opinion, to the other party. Within ten (10) days of such notice, the parties shall meet and confer to discuss mutually acceptable means of restructuring the relationship to eliminate the legal concern. In the event that the parties are unable to reach agreement on new terms within twenty (20) days of their meeting, this Agreement shall automatically terminate.
Legal Jeopardy. The Parties acknowledge and agree that this Agreement is intended to comply with all Laws and to avoid jeopardizing the Parties’ status as recipients of governmental or private funds for the provision of health care services, each Party’s status as either a tax-exempt organization or a public entity, the Parties’ ability to issue tax-exempt bonds or other financial instruments and to maintain the tax-exempt status of any existing bonds or other financial instruments. Any Party shall have the right to terminate the provisions of this Agreement without liability, if it reasonably and in good faith determines that the terms of this Agreement either more likely than not would be interpreted to violate any Laws applicable to it and, under the circumstances, the terms of the Agreement present an unacceptable legal risk of or a material violation of Laws, which, in such event, would jeopardize its status as a recipient of governmental or private funds for the provision of health care services or its status as a tax- exempt organization or public entity, or its ability to issue tax-exempt bonds or to maintain the tax-exempt status of any existing bonds or other financial instruments. Notwithstanding a Party’s right to terminate as set forth above, the Parties shall first use good faith efforts to amend this Agreement only to the extent necessary to conform the potentially violative terms to the applicable Laws; and will terminate the provisions of this Agreement pursuant to this Section only if it determines, in its reasonable and good faith judgment, that an amendment cannot be obtained and will not result in compliance. The Parties will act in good faith to attempt to reach such mutual agreement. The Parties agree that a Party’s withholding of consent shall be deemed valid if the proposed amendment would result in a change to the Agreement that would be materially adverse to that Party. In the event of the termination under this Section, no Party is liable or responsible to the other for any damages, costs, or expenses that result from such termination.
Legal Jeopardy. Notwithstanding anything to the contrary herein contained, in the event the performance by either Party hereto of any term, covenant, condition or provision of this Agreement jeopardizes: (i) the licensure of either Party; (ii) its participation in or the payment or reimbursement from Medicare, state sponsored Medicaid program, Blue Cross or other reimbursement or payment programs; (iii) its full accreditation by The Joint Commission or any other state or nationally recognized accreditation organization; (iv) the tax-exempt status of a Party; (v) any of its property or financing (or the interest income thereon, as applicable); (vi) will prevent or prohibit any physician, or any other health care professionals or their patients from utilizing a Party or any of its services; (vii) for any other reason said performance should be in violation of any statute, ordinance, be otherwise deemed illegal, or be deemed unethical by any recognized body, agency, or association in the medical or hospital fields; then the Party in jeopardy may at its option either: (i) terminate this Agreement immediately; or
Legal Jeopardy. If either Party believes, on the basis of an opinion of legal counsel, that this Agreement or the performance by either Party under this Agreement violates any material law, regulation, or governmental guidelines, State or federal, presents a substantial risk of the loss or restriction of that Party’s license, tax-exemption, or right to participate in Medicare, Medicaid or any other governmental program, or presents a substantial risk of causing debt issued by that Party that was tax-exempt when originally issued to become subject to State or federal income tax, (such event referred to as “Legal Jeopardy”), that Party may, upon written notice, require the other Party to enter into good faith negotiations to renegotiate the terms of this Agreement, in a manner that attempts to retain as much as possible of the economic arrangements originally contemplated by the Parties without violating any applicable legal, tax, or reimbursement requirements. If the Parties are unable to reach an agreement concerning the modification of this Agreement within ninety (90) days after the date of the notice seeking renegotiation (or sooner if required by law), then either Party may immediately terminate this Agreement by written notice to the other Party. The rights of the Parties under this Section are in addition to any other termination rights the Parties may have under this Agreement.
