Common use of Maintenance of Equipment; Damage or Destruction of Equipment Clause in Contracts

Maintenance of Equipment; Damage or Destruction of Equipment. 12.1 During the Term and except as otherwise provided in this Agreement, GKF, at its cost and expense, shall (a) maintain the Equipment in good operating condition and repair, reasonable wear and tear excepted, and (b) maintain in full force and effect an Advanced Service Agreement with Elekta (“Service Agreement”) and any other service or other agreements required to fulfill GKF’s obligation to repair and maintain the Equipment under this Section 12. Medical Center shall promptly notify GKF in the event of any damage or destruction to the Equipment or of any required maintenance or repairs to the Equipment, regardless of whether such repairs or maintenance are covered or not covered by the Service Agreement. GKF shall pursue all remedies available to it under the Service Agreement and under any warranties made by Elekta with respect to the Equipment so that the Equipment will at all times during the Term of this Agreement be free from defects in design, materials and workmanship and will conform to Elekta’s technical specifications concerning the Equipment. 12.2 GKF and Elekta shall have the right to access the Equipment for the purpose of inspection and the performance of repairs at all reasonable times, upon reasonable advance notice and with a minimum of interference or disruptions to Medical Center’s regular business operations. 12.3 Medical Center shall be liable for, and in the manner described in Section 22 below shall indemnify GKF from and against, any damage to or destruction of the Equipment caused by the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers, employees, agents, contractors and physicians. In the event the Equipment is damaged as a result of the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers, employees, agents, contractors and/or physicians, to the extent such damage is not covered by the Service Agreement or any warranties or insurance, GKF may service or repair the Equipment as needed and the cost thereof shall be paid by Medical Center to GKF immediately upon written request together with interest thereon at the rate of one percent (1%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) and reasonable attorneys’ fees and costs incurred by GKF in collecting such amount from Medical Center. Any work so performed by GKF shall not deprive GKF of any of its rights, remedies or actions against Medical Center for such damages. 12.4 If the Equipment is rendered unusable as a result of any physical damage to or destruction of the Equipment, Medical Center shall give GKF written notice thereof. GKF shall determine, within thirty (30) days after it is given written notice of such damage or destruction, whether the Equipment can be repaired. In the event GKF determines that the Equipment cannot be repaired (a) subject to Section 12.3 above, GKF, at its cost and expense, shall replace the Equipment as soon as reasonably possible taking into account the availability of replacement equipment from Elekta, Elekta’s other then existing orders for equipment, and the then existing limitations on Elekta’s manufacturing capabilities, (b) the Term of this Agreement shall be extended for the period of time the Equipment is unusable, and (c) this Agreement shall continue in full force and effect as though such damage or destruction had not occurred. In the event GKF determines that the Equipment can be repaired, GKF shall cause the Equipment to be repaired as soon as reasonably possible thereafter. Medical Center shall fully cooperate with GKF to effect the replacement of the Equipment or the repair of the Equipment (including, without limitation, providing full access to the Site) following the damage or destruction thereof.

Maintenance of Equipment; Damage or Destruction of Equipment. 12.1 During the Term and except as otherwise provided in this Agreement, GKF, at its cost and expenseJGKE, shall (a) maintain the Equipment in good operating condition and repair, reasonable wear and tear excepted, and (b) maintain in full force and effect an Advanced Service Agreement with Elekta (“Service Agreement”) and any other service or other agreements required to fulfill GKF’s obligation to repair and maintain the Equipment under this Section 12. Medical Center shall promptly notify GKF JGKE in the event of any damage or destruction to the Equipment or of any required maintenance or repairs to the Equipment, regardless of whether such repairs or maintenance are covered or not covered by the Service Agreement. GKF shall pursue all remedies available to it under the JGKE will work with Medical Center in selecting a Service Agreement which shall be entered into by and under between JGKE and the service provider and shall be a JGKE Direct Operating Expense as defined in this Agreement; provided, however, such JGKE Direct Operating Expense shall be offset by any warranties made reduction in price offered by Elekta to JGKE by virtue of Elekta's non-compliance with respect to the Equipment so that the Equipment will at all times during the Term of this Agreement be free from defects its uptime guarantee as set forth in design, materials and workmanship and will conform to Elekta’s technical specifications concerning the Equipmentmore detail in Section 12.6 hereof. 12.2 GKF To the extent that JGKE is provided with software updates and upgrades at no additional charge, then JGKE shall ensure that such equipment software updates and upgrades will be provided at no additional cost to Medical Center. Otherwise, Medical Center and JGKE shall mutually agree in writing to the updates and upgrades, and such updates and upgrades shall be paid pro-rata by the parties as set forth on Schedule 1 and shall not be considered either a JGKE or Medical Center Direct Operating Expenses. JGKE and Elekta shall have the right to reasonably access the Equipment for the purpose of inspection and the performance of repairs at all reasonable times, upon reasonable advance notice and with a minimum of interference or disruptions to Medical Center’s regular business operations. 12.3 JGKE shall promptly provide Medical Center with a copy of all communications from the Elekta or the FDA advising of a recall, request for a recall, market withdrawal, safety alert, or an issue of Equipment availability. JGKE shall provide Medical Center with written notice of any Class I recall, whether voluntary or initiated by the FDA, affecting any of the Equipment within twenty-four (24) hours of Elekta’s or JGKE's receipt of any such request for a recall, or shorter period of time provided in the recall strategy. 12.4 Medical Center shall be liable for, and in the manner described in Section 22 21 below shall indemnify GKF JGKE from and against, any damage to or destruction of the Equipment caused by the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers, employees, agents, contractors and physiciansor contractors. In the event the Equipment is damaged as a result of the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers, employees, agents, contractors and/or physiciansor contractors, to the extent such damage is not covered by the Service Agreement or any warranties or insurance, GKF JGKE may service or repair the Equipment as needed and the cost thereof shall be paid by Medical Center to GKF immediately upon JGKE within thirty (30) day of written request together with request. In the event that the costs are not paid to JGKE within thirty (30) days, Medical Center shall pay interest thereon at the rate of one percent (1%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) and reasonable attorneys’ fees and costs incurred by GKF JGKE in collecting such amount from Medical Center. Any work so performed by GKF JGKE shall not deprive GKF JGKE of any of its rights, remedies or actions against Medical Center for such damages. 12.4 12.5 If the Equipment is rendered unusable as a result of any physical damage to or destruction of the Equipment, Medical Center shall give GKF JGKE written notice thereof. GKF JGKE shall use best efforts to determine, within thirty fifteen (3015) days after it is given written notice of such damage or destruction, whether the Equipment can be repairedrepaired provided, however, if JGKE cannot determine whether the Equipment can be repaired within fifteen (15) days, then JGKE shall have such additional time as may be reasonable and necessary for such determination provided, however, JGKE shall provide Medical Center with weekly status reports. In the event GKF JGKE determines that the Equipment cannot be repaired (a) subject to Section 12.3 12.4 above, GKFJGKE, at its cost and expense, shall replace the Equipment as soon as reasonably possible taking into account the availability of replacement equipment from Elekta, Elekta’s other then existing orders for equipment, and the then existing limitations on Elekta’s manufacturing capabilities, (b) the Term of this Agreement shall be extended for the period of time the Equipment is unusable, and (c) this Agreement shall continue in full force and effect as though such damage or destruction had not occurred. In the event GKF JGKE determines that the Equipment can be repaired, GKF JGKE shall cause the Equipment to be repaired as soon as reasonably possible thereafter. Medical Center shall fully cooperate with GKF JGKE to effect the replacement of the Equipment or the repair of the Equipment (including, without limitation, providing full access to the Site) following the damage or destruction thereof. 12.6 To the extent reasonably requested by Medical Center, JGKE agrees to use best efforts to exercise JGKE’s rights to the uptime guarantee provided by Elekta to JGKE, a copy of which shall be provided to Medical Center upon request.

Maintenance of Equipment; Damage or Destruction of Equipment. 12.1 11.1. During the Term and except as otherwise provided in this Agreement, GKF, ASHS at its cost and expense, shall (a) maintain the Equipment in good operating condition and repair, reasonable wear and tear excepted, and (b) maintain in full force and effect an Advanced a Service Agreement with Elekta (“Service Agreement”) the Manufacturer and any other service or other agreements required to fulfill GKFASHS’s obligation to repair and maintain the Equipment under this Section 1211. Medical Center HOSPITAL shall promptly notify GKF ASHS in the event of any damage or destruction to the Equipment or of any required maintenance or repairs to the Equipment, regardless of whether such repairs or maintenance are covered or not covered by the Service Agreement. GKF ASHS shall pursue all remedies available to it under the Service Agreement and under any warranties made by Elekta the Manufacturer with respect to the Equipment so that the Equipment will at all times during the Term of this Agreement be free from defects in design, materials and workmanship and will conform to ElektaManufacturer’s technical specifications concerning the Equipment. HOSPITAL shall have the right to review (but not approve) the Service Agreement and warranties referenced in this Section 11.1. 12.2 GKF 11.2. ASHS and Elekta Manufacturer shall have the right to access the Equipment for the purpose of inspection and the performance of repairs at all reasonable times, upon reasonable advance notice and with a minimum of interference or disruptions to Medical CenterHOSPITAL’s regular business operations. 12.3 Medical Center shall be liable for, and in the manner described in Section 22 below shall indemnify GKF from and against, any damage to or destruction of the Equipment caused by the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers, employees, agents, contractors and physicians11.3. In the event the Equipment is damaged as a result of the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical CenterHOSPITAL’s officers, employees, agents, contractors and/or and physicians, to the extent such damage is not covered by the Service Agreement or any warranties or insurance, GKF ASHS may service or repair the Equipment as needed and the cost thereof shall be paid by Medical Center HOSPITAL to GKF ASHS immediately upon written request together with interest thereon at the rate of one and one-half percent (11.50%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) and reasonable attorneys’ fees and costs incurred by GKF in collecting such amount from Medical Center). Any work so performed by GKF ASHS shall not deprive GKF ASHS of any of its rights, remedies or actions against Medical Center HOSPITAL for such damages. 12.4 11.4. If the Equipment is rendered unusable as a result of any physical damage to or destruction of the Equipment, Medical Center HOSPITAL shall give GKF ASHS written notice thereof. GKF ASHS shall determine, within thirty (30) days after it is given written notice of such damage or destruction, whether the Equipment can be repaired. In the event GKF ASHS determines that the Equipment cannot be repaired (a) subject to Section 12.3 11.3 above, GKF, ASHS at its cost and expense, shall replace the Equipment as soon as reasonably possible taking into account the availability of replacement equipment from ElektaManufacturer, ElektaManufacturer’s other then existing orders for equipment, and the then existing limitations on Elekta’s manufacturing capabilities, and (b) the Term of this Agreement shall be extended for the period of time the Equipment is unusable, and (c) this Agreement shall continue in full force and effect as though such damage or destruction had not occurred. In the event GKF ASHS determines that the Equipment can be repaired, GKF ASHS shall cause the Equipment to be repaired as soon as reasonably possible thereafter. Medical Center HOSPITAL shall fully cooperate with GKF ASHS to effect the replacement of the Equipment or the repair of the Equipment (including, without limitation, providing full access to the Site) following the damage or destruction thereof.

Maintenance of Equipment; Damage or Destruction of Equipment. 12.1 During the Term and except as otherwise provided in this Agreement, GKF, at its cost and expense, shall (a) maintain the Equipment in good operating condition and repair, reasonable wear and tear excepted, and (b) maintain in full force and effect an Advanced Service Agreement with Elekta (“Service Agreement”) and any other service or other agreements required to fulfill GKF’s obligation to repair and maintain the Equipment under this Section 12. Medical Center shall promptly notify GKF in the event of any damage or destruction to the Equipment or of any required maintenance or repairs to the Equipment, regardless of whether such repairs or maintenance are covered or not covered by the Service Agreement. GKF shall pursue all remedies available to it under the Service Agreement and under any warranties made by Elekta with respect to the Equipment so that the Equipment will at all times during the Term of this Agreement be free from defects in design, materials and workmanship and will conform to Elekta’s technical specifications concerning the Equipment. 12.2 GKF and Elekta shall have the right to access the Equipment for the purpose of inspection and the performance of repairs at all reasonable times, upon reasonable advance notice and with a minimum of interference or disruptions to Medical Center’s regular business operations. 12.3 Medical Center shall be liable for, and in the manner described in Section 22 21 below shall indemnify GKF from and against, any damage to or destruction of the Equipment caused by the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers, employees, agents, contractors and physicians. In the event the Equipment is damaged as a result of the misuse, improper use, or other intentional and wrongful or negligent acts or omissions of Medical Center’s officers, employees, agents, contractors and/or physicians, to the extent such damage is not covered by the Service Agreement or any warranties or insurance, GKF may service or repair the Equipment as needed and the cost thereof shall be paid by Medical Center to GKF immediately upon written request together with interest thereon at the rate of one percent (1%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) and reasonable attorneys’ fees and costs incurred by GKF in collecting such amount from Medical Center. Any work so performed by GKF shall not deprive GKF of any of its rights, remedies or actions against Medical Center for such damages. 12.4 If the Equipment is rendered unusable as a result of any physical damage to or destruction of the Equipment, Medical Center shall give GKF written notice thereof. GKF shall determine, within thirty (30) days after it is given written notice of such damage or destruction, whether the Equipment can be repaired. In the event GKF determines that the Equipment cannot be repaired (a) subject to Section 12.3 above, GKF, at its cost and expense, shall replace the Equipment as soon as reasonably possible taking into account the availability of replacement equipment from Elekta, Elekta’s other then existing orders for equipment, and the then existing limitations on Elekta’s manufacturing capabilities, (b) the Term of this Agreement shall be extended for the period of time the Equipment is unusable, and (c) this Agreement shall continue in full force and effect as though such damage or destruction had not occurred. In the event GKF determines that the Equipment can be repaired, GKF shall cause the Equipment to be repaired as soon as reasonably possible thereafter. Medical Center shall fully cooperate with GKF to effect the replacement of the Equipment or the repair of the Equipment (including, without limitation, providing full access to the Site) following the damage or destruction thereof.