Common use of Legislative, Regulatory or Administrative Change Clause in Contracts

Legislative, Regulatory or Administrative Change. In the event ------------------------------------------------ there shall be a change in the Medicare or Medicaid statutes, state or federal statutes, case law, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or state legislation, or a change in any third-party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated for its services under this Management Services Agreement or which shall make this Management Services Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Management Services Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the parties prior to the change. If good faith negotiations cannot resolve the matter, it shall be submitted to arbitration as referenced in Section 8.6 hereof. If a court of competent jurisdiction compels or requires a party hereto to refrain from performing its duties and obligations hereunder, or a party's performance hereunder shall be directly violative of a court order directed at such party, then, to the extent necessary to comply with such court order, this Management Services Agreement shall be deemed suspended. In no event shall such suspension be construed to relieve either party's obligation under this Section 7.2(d) and the parties will immediately commence good faith negotiations regarding a new service arrangement or compensation structure that is in compliance with any such court order, which arrangement or structure will allocate the economic aspects of the relationship between the parties in a manner as nearly as possible as that intended by this Management Services Agreement.

Legislative, Regulatory or Administrative Change. In the event ------------------------------------------------ there shall be a change in the Medicare or Medicaid statutes, state or federal statutes, case law, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or state legislation, or a change in any third-party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated for its services under this Management Services Agreement or which shall make this Management Services Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Management Services Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the parties prior to the change. If good faith negotiations cannot resolve the matter, it shall be submitted to arbitration as referenced in Section 8.6 hereof. If a court of competent jurisdiction compels or requires a party hereto to refrain from performing its duties and obligations hereunder, or a party's performance hereunder shall be directly violative of a court order directed at such party, then, to the extent necessary to comply with such court order, this Management Services Agreement shall be deemed suspended. In no event shall such suspension be construed to relieve either party's obligation under this Section 7.2(d) and the parties will immediately commence good faith negotiations regarding a new service arrangement or compensation structure that is in compliance with any such court order, which arrangement or structure will allocate the economic aspects of the relationship between the parties in a manner as nearly as possible as that intended by this Management Services Agreement.

Legislative, Regulatory or Administrative Change. In the event ------------------------------------------------ there shall be a change in the Medicare or Medicaid statutes, state or federal statutes, case law, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or state legislation, or a change in any third-party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated for its services under this Management Services Agreement or which shall make this Management Services Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Management Services Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the parties prior to the change. If good faith negotiations cannot resolve the matter, it shall be submitted to arbitration as referenced in accordance with Article 8 of this Management Services Agreement; provided, however, that the scope of such arbitration shall be limited to conforming with the purpose and intent of this Section 8.6 hereof7.2(d) and the arbitrator will have no authority to suspend or terminate this Management Services Agreement. If a court of competent jurisdiction compels or requires a party hereto to refrain from performing its duties and obligations hereunder, or a party's performance hereunder shall be directly violative of a court order directed at such party, then, to the extent necessary to comply with such court order, this Management Services Agreement shall be deemed suspended. In no event shall such suspension be construed to relieve either party's obligation under this Section 7.2(d) and the parties will immediately commence good faith negotiations regarding a new service arrangement or compensation structure that is in compliance with any such court order, which arrangement or structure will allocate the economic aspects of the relationship between the parties in a manner as nearly as possible as that intended by this Management Services Agreement.

Legislative, Regulatory or Administrative Change. In the event ------------------------------------------------ there shall be a change in the Medicare or Medicaid statutes, state or federal statutes, case law, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or state legislation, or a change in any third-party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated for its services under this Management Services Agreement or which shall make this Management Services Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Management Services Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the parties prior to the change. If good faith negotiations cannot resolve the matter, it shall be submitted to arbitration as referenced in accordance with Article 8 of this Management Services Agreement; provided, however, that the scope of such arbitration shall be limited to conforming with the purpose and intent of this Section 8.6 hereof7.2(d) and the arbitrator will have no authority to suspend or terminate this Management Services Agreement. If a court of competent jurisdiction compels or requires a party hereto to refrain from performing its duties and obligations hereunder, or a party's performance hereunder shall be directly violative of a court order directed at such party, then, to the extent necessary to comply with such court order, this Management Services Agreement shall be deemed suspended. In no event shall such suspension be construed to relieve either party's obligation under this Section 7.2(d) and the parties will immediately commence good faith negotiations regarding a new service arrangement or compensation structure that is in compliance with any such court order, which arrangement or structure will allocate the economic aspects of the relationship between the parties in a manner as nearly as possible as that intended by this Management Services Agreement.

Legislative, Regulatory or Administrative Change. (i) In the event ------------------------------------------------ there shall be a change in the Medicare or Medicaid statutes, state or federal statutes, case law, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or state legislation, or a change in any third-third- party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated for its services under this Management Services Agreement or which shall make this Management Services Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Management Services Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the parties prior to the change. If good faith negotiations cannot resolve the matter, it shall be submitted to arbitration as referenced in accordance with Article 7 of this Management Services Agreement; provided, however, that the scope of such arbitration shall be -------- ------- limited to conforming with the purpose and intent of this Section 8.6 hereof8.2(d) and the arbitrator will have no authority to suspend or terminate this Management Services Agreement. If a court of competent jurisdiction compels or requires a party hereto to refrain from performing its duties and obligations hereunder, or a party's performance hereunder shall be directly violative of a court order directed at such party, then, to the extent necessary to comply with such court order, this Management Services Agreement shall be deemed suspended. In no event shall such suspension be construed to relieve either party's obligation under this Section 7.2(d8.2(d) and the parties will immediately commence good faith negotiations regarding a new service arrangement or compensation structure that is in compliance with any such court order, which arrangement or structure will allocate the economic aspects of the relationship between the parties in a manner as nearly as possible as that intended by this Management Services Agreement. (ii) Notwithstanding anything herein to the contrary, if Section 6.1 and/or Section 6.2 of this Management Services Agreement are found to be illegal, unenforceable, void, against public policy or forbidden by law, they shall be replaced as described in Section 9.12 hereof.

Legislative, Regulatory or Administrative Change. (i) In the event ------------------------------------------------ there shall be a change in the Medicare or Medicaid statutes, state or federal statutes, case law, regulations or general instructions, the interpretation of any of the foregoing, the adoption of new federal or state legislation, or a change in any third-third- party reimbursement system, any of which are reasonably likely to materially and adversely affect the manner in which either party may perform or be compensated for its services under this Management Services Agreement or which shall make this Management Services Agreement unlawful, the parties shall immediately enter into good faith negotiations regarding a new service arrangement or basis for compensation for the services furnished pursuant to this Management Services Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the parties prior to the change. If good faith negotiations cannot resolve the matter, it shall be submitted to arbitration as referenced in accordance with Article 7 of this Management Services Agreement; provided, however, that the scope of such arbitration shall be limited to conforming with the purpose and intent of this Section 8.6 hereof8.2(d) and the arbitrator will have no authority to suspend or terminate this Management Services Agreement. If a court of competent jurisdiction compels or requires a party hereto to refrain from performing its duties and obligations hereunder, or a party's performance hereunder shall be directly violative of a court order directed at such party, then, to the extent necessary to comply with such court order, this Management Services Agreement shall be deemed suspended. In no event shall such suspension be construed to relieve either party's obligation under this Section 7.2(d8.2(d) and the parties will immediately commence good faith negotiations regarding a new service arrangement or compensation structure that is in compliance with any such court order, which arrangement or structure will allocate the economic aspects of the relationship between the parties in a manner as nearly as possible as that intended by this Management Services Agreement. (ii) Notwithstanding anything herein to the contrary, if Section 6.1 and/or Section 6.2 of this Management Services Agreement are found to be illegal, unenforceable, void, against public policy or forbidden by law, they shall be replaced as described in Section 9.12 hereof.