Common use of Modification and Assignment of this Agreement Clause in Contracts

Modification and Assignment of this Agreement. The terms and sections included hereunto and the Agreement executed by the parties together embody all of the terms and conditions relating to the Agreement between the parties, and all oral and parole representations or statements made by either party prior to the execution of this Agreement are merged herein. Plan may amend this Agreement and any Addendum, Schedule or Attachment hereto upon thirty (30) days written notice to Ancillary Provider. Ancillary Provider shall be bound to any such amendments unless Ancillary Provider provides notice of objection to such modification in writing and to submit such objection to Plan within thirty (30) days notice period. In addition, Plan may amend this Agreement to comply with the requirements of state and federal Governmental Agencies, and shall give written notice to Ancillary Provider of such amendment and its effective date. Unless such Governmental Agencies direct otherwise, the signature of Ancillary Provider will not be required to give effect to such amendment. Except as describe above, the provisions of this Agreement may not be amended, supplemented, waived or changed orally or by course of conduct of the parties but only by a written and signed document by the party by whom enforcement is sought and which shall make specific reference to this Agreement. This Agreement, being intended to secure the services of and being personal to the Ancillary Provider, shall not be assigned, sublet, delegated or transformed by Ancillary Provider without the prior written consent of Plan, which consent shall not be unreasonably withheld. If either party decides not to terminate the Agreement, even though it has the right to do so in a particular instance, such decision shall not be considered a waiver of its right to terminate on a future occasion of the same or any other reason. Ancillary Agreement 2006 27

Modification and Assignment of this Agreement. The terms and sections included hereunto and the Agreement executed by the parties together embody all of the terms and conditions relating to the Agreement between the parties, and all oral and parole representations or statements made by either party prior to the execution of this Agreement are merged herein. Plan may amend this Agreement and any Addendum, Schedule or Attachment hereto upon thirty (30) days written notice to Ancillary Provider. Ancillary Provider shall be bound to any such amendments unless Ancillary Provider provides notice of objection to such modification in writing and to submit such objection to Plan within thirty (30) days notice period. In addition, Plan may amend this Agreement to comply with the requirements of state and federal Governmental Agencies, and shall give written notice to Ancillary Provider of such amendment and its effective date. Unless such Governmental Agencies direct otherwise, the signature of Ancillary Provider will not be required to give effect to such amendment. Except as describe above, the The provisions of this Agreement may not be amended, supplemented, waived or changed orally or by course of conduct of the parties parties, but may be amended only by a written and signed document by the party by whom enforcement is sought and which shall make specific reference to this Agreement. This Agreement, being intended to secure the services of and being personal to the Ancillary ProviderMSO, shall not be assigned, sublet, delegated delegated, or transformed transferred by Ancillary Provider MSO without the prior written consent of Plan, which consent shall not be unreasonably withheldwithheld if (i) this Agreement shall not then be in default in any respect (including any deficits in the operating funds hereunder), the proposed assignee demonstrates that it has the prior management experience, business infrastructure, health delivery system, and financial stability to undertake MSO’s obligations hereunder, and (iii) such assignee, upon approval by Plan of such assignment, undertakes to honor all of the terms and conditions of this Agreement, and to faithfully and fully perform the obligations of MSO hereunder. Plan may assign this Agreement to an entity which will operate under the same Medicare Advantage Plan as Plan and which shall fully assume the obligations of Plan hereunder. If either any party decides not to terminate the Agreement, even though it has the right to do so in a particular instance, such decision shall not be considered a waiver of its right to terminate on a future occasion of the same or any other reason. Ancillary Agreement 2006 27For purposes of this provision, and without limiting the generality of this section, an assignment shall include: (i) a sale or other change of the beneficial and/or legal ownership more than 49% of the issued and outstanding stock or ownership interests (whether in one transaction or a series of similar transactions); (ii) a change in a majority of the members of the Board of Directors or Managers, excluding new directors/managers approved by the incumbent board over any three year period; the sale of all or substantially all of the assets of a party, and/or (iv) any business combination in which the business of party is joined with another person who thereafter would be included as an “affiliate” under the Securities Act of 1933, as amended, shall be deemed an assignment for purposes hereof and shall be subject to the limitations on assignment contained herein.

Modification and Assignment of this Agreement. The terms and sections included hereunto and the Agreement executed by the parties together embody all of the terms and conditions relating to the Agreement between the parties, and all oral and parole representations or statements made by either party prior to the execution of this Agreement are merged herein. Plan RHS may amend this Agreement and any Addendum, Schedule or Attachment hereto upon thirty (30) days written notice to Ancillary Primary Care Provider, which notice shall include information regarding a change in benefits, Co-payments and applicable policies and procedures. Ancillary Primary Care Provider shall be bound to any such amendments unless Ancillary Primary Care Provider provides RHS notice of objection to such modification in writing and to submit such objection to Plan within the thirty (30) days notice period. In addition, Plan RHS may amend this Agreement to comply with the requirements of state and federal Governmental Agenciesgovernmental agencies, and shall give written notice to Ancillary Primary Care Provider of such amendment and its effective date. Unless such Governmental Agencies direct otherwise, the signature of Ancillary Primary Care Provider will not be required to give effect to such amendment. Except as describe described above, the provisions of this Agreement may not be amended, supplemented, waived or changed orally or by course of conduct of the parties but only by a written and signed document by the party by whom enforcement is sought and which shall make specific reference to this Agreement. This Agreement, being intended to secure the services of and being personal to the Ancillary Primary Care Provider, shall not be assigned, sublet, delegated delegated, or transformed transferred, in whole or in part, by Ancillary Primary Care Provider without the prior written consent of PlanRHS, which consent shall not be unreasonably withheld. If either party decides not to terminate the Agreement, even though it has the right to do so in a particular instance, such decision shall not be considered a waiver of its right to terminate on a future occasion of the same or any other reason. Ancillary Agreement 2006 27.

Modification and Assignment of this Agreement. The terms and sections included hereunto and the Agreement executed by the parties together embody all of the terms and conditions relating to the Agreement between the parties, and all oral and parole representations or statements made by either party prior to the execution of this Agreement are merged herein. Plan RHS may amend this Agreement and any Addendum, Schedule or Attachment hereto upon thirty (30) days written notice to Ancillary Specialty Provider, which notice shall include information regarding a change in benefits, Co-payments and applicable policies and procedures. Ancillary Specialty Provider shall be bound to any such amendments unless Ancillary Specialty Provider provides RHS notice of objection to such modification in writing and to submit such objection to Plan within the thirty (30) days notice period. In addition, Plan RHS may amend this Agreement to comply with the requirements of state and federal Governmental Agenciesgovernmental agencies, and shall give written notice to Ancillary Specialty Provider of such amendment and its effective date. Unless such Governmental Agencies direct otherwise, the signature of Ancillary Specialty Provider will not be required to give effect to such amendment. Except as describe described above, the provisions of this Agreement may not be amended, supplemented, waived or changed orally or by course of conduct of the parties but only by a written and signed document by the party by whom enforcement is sought and which shall make specific reference to this Agreement. This Agreement, being intended to secure the services of and being personal to the Ancillary Specialty Provider, shall not be assigned, sublet, delegated delegated, or transformed transferred, in whole or in part, by Ancillary Specialty Provider without the prior written consent of PlanRHS, which consent shall not be unreasonably withheld. If either party decides not to terminate the Agreement, even though it has the right to do so in a particular instance, such decision shall not be considered a waiver of its right to terminate on a future occasion of the same or any other reason. Ancillary Agreement 2006 27.