Common use of ORGANIZATION AND OPERATIONS Clause in Contracts

ORGANIZATION AND OPERATIONS. As a continuing condition of Service --------------------------- Company's obligations under this agreement, Provider shall at all times during the Term: (a) be and remain legally organized and operated to provide Dental Care in a manner consistent with all state and federal laws; (b) operate and maintain within the Practice Territory a full time practice of dentistry providing Dental Care in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and orders; (c) maintain and use its best efforts to enforce its articles or certificate of incorporation (or other instrument of organization), bylaws, shareholder agreements, and other organizational documents (hereafter in this (S)5.1 simply "organizational documents") in the respective forms provided to Service Company prior to execution of this agreement; (d) have at least three executive officers at the level of vice president or above who are also dentist employees of Provider; (e) maintain and use its best efforts to enforce the written employment agreements and independent contractor agreements described in (S)5.2(a), below; and (f) not, without Service Company Consent, (i) amend any of its employment agreements or organizational documents in any material respect or waive any material rights thereunder, or (ii) engage in any transaction constituting a merger, consolidation, reorganization, sale or purchase of assets outside of the ordinary course of business, liquidation, or dissolution. Provider hereby acknowledges that Service Company would not have entered into this agreement but for Provider's covenant to maintain such organizational documents and employment agreements, and Provider shall pay to Service Company, in addition to the amounts set forth in Article VII, any damages, compensation, payment, or settlement amounts received by Provider from a dentist who terminates his employment agreement without cause or whose employment agreement is terminated by Provider for cause.

ORGANIZATION AND OPERATIONS. As a continuing condition of Service --------------------------- Company's ’s obligations under this agreementAgreement, Provider shall at all times during the Term: (a) be and remain legally organized and operated to provide Dental Care in a manner consistent with all state and federal laws; (b) operate and maintain within the Practice Territory a full time practice of dentistry providing Dental Care in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and orders; (c) maintain and use its best efforts to enforce its articles or certificate of incorporation (or other instrument of organization), bylaws, shareholder member control agreements, and other organizational documents (hereafter in this (S)5.1 Section 5.1 simply "“organizational documents"”) in the respective forms provided to Service Company prior to execution of this agreementAgreement; (d) have at least three one executive officers officer at the level of vice president or above who are is also an active practicing dentist employees employee of Provider; (e) maintain and use its best efforts to enforce the written employment agreements and independent contractor agreements described in (S)5.2(aSection 5.2(a), below; and (f) not, without Service Company Consent, (i) amend any of its employment agreements or organizational documents in any material respect or waive any material rights thereunder, or (ii) engage in any transaction constituting a merger, consolidation, reorganization, sale or purchase of assets outside of the ordinary course of business, liquidation, or dissolution. Provider hereby acknowledges that Service Company would not have entered into this agreement Agreement but for Provider's ’s covenant to maintain such organizational documents and employment agreements, and Provider shall pay to Service Company, in addition to the amounts set forth in Article VII, any damages, compensation, payment, or settlement amounts received by Provider from a dentist who receives consideration directly or indirectly from Service Company or Parent as an inducement to become or remain affiliated with Service Company through his employment by Provider and who thereafter terminates his employment agreement without cause in violation thereof or whose employment agreement is terminated by Provider for cause.

ORGANIZATION AND OPERATIONS. As a continuing condition of --------------------------- Service --------------------------- Company's obligations under this agreement, Provider shall at all times during the Term: (a) be and remain legally organized and operated to provide Dental Care in a manner consistent with all state and federal laws; (b) operate and maintain within the Practice Territory a full time practice of dentistry providing Dental Care in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and orders; (c) maintain and use its best efforts to enforce its articles or certificate of incorporation (or other instrument of organization), bylaws, shareholder agreements, and other organizational documents (hereafter in this (S)5.1 simply "organizational documents") in the respective forms provided to Service Company prior to execution of this agreement; (d) have at least three executive officers at the level of vice president or above who are also dentist employees of Provider; (e) maintain and use its best efforts to enforce the written employment agreements and independent contractor agreements described in (S)5.2(a), below; and (f) not, without Service Company Consent, (i) amend any of its employment agreements or organizational documents in any material respect or waive any material rights thereunder, or (ii) engage in any transaction constituting a merger, consolidation, reorganization, sale or purchase of assets outside of the ordinary course of business, liquidation, or dissolution. Provider hereby acknowledges that Service Company would not have entered into this agreement but for Provider's covenant to maintain such organizational documents and employment agreements, and Provider shall pay to Service Company, in addition to the amounts set forth in Article VII, any damages, compensation, payment, or settlement amounts received by Provider from a dentist who terminates his employment agreement without cause or whose employment agreement is terminated by Provider for cause.

ORGANIZATION AND OPERATIONS. As a continuing condition of --------------------------- Service --------------------------- Company's obligations under this agreement, Provider shall at all times during the Term: (a) be and remain legally organized and operated to provide Dental Care in a manner consistent with all state and federal laws; (b) operate and maintain within the Practice Territory a full time practice of dentistry providing Dental Care in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and orders; (c) maintain and use its best efforts to enforce its articles or certificate of incorporation (or other instrument of organization), bylaws, shareholder agreements, and other organizational documents (hereafter in this (S)5.1 simply "organizational documents") in the respective forms provided to Service Company prior to execution of this agreement; (d) have at least three executive officers at the level of vice president or above who are also dentist employees of Provider; (e) maintain and use its best efforts to enforce the written employment agreements and independent contractor agreements described in (S)5.2(a), below; and (f) not, without Service Company Consent, (i) amend any of its employment agreements or organizational documents in any material respect or waive any material rights thereunder, or (ii) engage in any transaction constituting a merger, consolidation, reorganization, sale or purchase of assets outside of the ordinary course of business, liquidation, or dissolutiondissolution (a "Reorganization"). Provider hereby acknowledges that Service Company would not have entered into this agreement but for Provider's covenant to maintain such organizational documents and employment agreements, and Provider shall pay to Service Company, in addition to the amounts set forth in Article VII, any damages, compensation, payment, or settlement amounts received by Provider from a dentist who terminates his employment agreement without cause or whose employment agreement is terminated by Provider for cause. (A) this Agreement shall be interpreted to the fullest extent possible to apply to the entire post-Reorganization or post-Acquisition business of all such entities (the "Business Group"); and (B) Provider (or its successor) shall, and shall cause all such other entities to, execute such documents and take such other actions as are requested from time to time by Service Company to evidence or carry out the intent of the preceding clause (A), including without limitation one or more amendments to this Agreement, the agreement of all entities in the Business Group to be bound by this Agreement, as so amended, and a new budget for the operation of the Business Group under this Agreement, and the Service Company Consent may be conditioned upon the execution of such documents or such other actions. Without limiting the foregoing: (1) all revenues and expenses of the Business Group shall be categorized as provided in this Agreement; (2) the terms Actual Margin, Budgeted Margin, and Calculated Margin shall be calculated and applied with respect to the Business Group's operations; (3) the Services to be provided by Service Company shall be provided to the Business Group; and (4) the obligations of Provider under this Agreement shall be joint and several obligations of all entities included in the Business Group; provided that, notwithstanding the foregoing, all rights, decisions, consents, approvals, or other actions to be taken, given, made, or exercised by "Provider" under this Agreement shall be taken, given, made, or exercised solely by Provider (or its successor in interest) for and on behalf of the Business Group and shall be binding on all entities in the Business Group. (S)5.2 Provider Personnel. ------------------ (a) Dentist Personnel. Provider shall retain, as a Provider Expense and ----------------- not as a Clinic Expense, that number of dentists during the Term which are necessary and appropriate, in Provider's sole discretion, to provide Dental Care to reasonably meet the demand therefor. Provider shall cause each dentist retained by Provider to hold and maintain a valid and unrestricted license to practice dentistry in the State of Minnesota, including without limitation any licenses required for the provision of any specialty dental services, together with all necessary or appropriate board or other certifications. Throughout the Term, Provider shall enter into and maintain a written employment agreement substantially in the form of Exhibit D for all dentists now and hereafter employed by Provider; provided that: (i) Provider shall not be obligated to enter into an employment agreement in the form of Exhibit D with any dentist whose employment agreement was assigned by Service Company to Provider contemporaneous with the execution of this agreement, so long as such dentist's employment agreement remains in effect; (ii) Provider shall, throughout the Term, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each dentist of Provider who now or hereafter is either an executive officer (at a level of vice president or above) of, or Policy Board member designated by, Provider; and (iii) Provider shall, immediately upon execution of this agreement, enter into and maintain a written employment agreement substantially in the form of Exhibit C with each of the dentists set forth in Exhibit E. Throughout the Term, Provider shall enter into and maintain a written agreement with each independent contractor retained by Provider, which agreements shall contain confidentiality provisions substantially similar to those contained in the employment agreement in the form of Exhibit D. Provider shall be responsible for paying the compensation and benefits as applicable, for all dentists and any other dentist personnel or other contracted or affiliated dentists, and for withholding all sums for income tax, unemployment insurance, social security, or any other withholding required by applicable law. Service Company may, on behalf of Provider, administer the compensation and benefits with respect to such individuals in accordance with the written agreement between Provider and each dentist. Service Company shall neither control nor direct any dentist in the performance of Dental Care for patients. Provider shall provide to Service Company evidence of such licensing, certifications, and other credentials of the dentists retained by Provider as Service Company may request from time to time.

ORGANIZATION AND OPERATIONS. As a continuing condition of Service --------------------------- Company's ’s obligations under this agreementAgreement, Provider shall at all times during the Term: (a) be and remain legally organized and operated to provide Dental Care in a manner consistent with all state and federal laws; (b) operate and maintain within the Practice Territory a full time practice of dentistry providing Dental Care in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and orders; (c) maintain and use its best efforts to enforce its articles or certificate of incorporation (or other instrument of organization), bylaws, shareholder agreements, and other organizational documents (hereafter in this (S)5.1 Section 5.1 simply "“organizational documents"”) in the respective forms provided to Service Company prior to execution of this agreementAgreement; (d) have at least three executive officers at the level of vice president or above who are also dentist employees of Provider; (e) maintain and use its best efforts to enforce the written employment agreements and independent contractor agreements described in (S)5.2(aSection 5.2(a), below; and (f) not, without Service Company Consent, (i) amend any of its employment agreements or organizational documents in any material respect or waive any material rights thereunder, or (ii) engage in any transaction constituting a merger, consolidation, reorganization, sale or purchase of assets outside of the ordinary course of business, liquidation, or dissolution. Provider hereby acknowledges that Service Company would not have entered into this agreement Agreement but for Provider's ’s covenant to maintain such organizational documents and employment agreements, and Provider shall pay to Service Company, in addition to the amounts set forth in Article VII, any damages, compensation, payment, or settlement amounts received by Provider from a dentist who receives consideration directly or indirectly from Service Company or Parent as an inducement to become or remain affiliated with Service Company through his employment by Provider and who thereafter terminates his employment agreement without cause in violation thereof or whose employment agreement is terminated by Provider for cause.

ORGANIZATION AND OPERATIONS. As a continuing condition of Service --------------------------- Company's ’s obligations under this agreement, Provider shall at all times during the Term: (a) be and remain legally organized and operated to provide Dental Care in a manner consistent with all state and federal laws; (b) operate and maintain within the Practice Territory a full time practice of dentistry providing Dental Care in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and orders; (c) maintain and use its best efforts to enforce its articles or certificate of incorporation (or other instrument of organization), bylaws, shareholder agreements, and other organizational documents (hereafter in this (S)5.1 §5.1 simply "“organizational documents"”) in the respective forms provided to Service Company prior to execution of this agreement; (d) have at least three executive officers at the level of vice president or above who are also dentist employees of Provider; (e) maintain and use its best efforts to enforce the written employment agreements and independent contractor agreements described in (S)5.2(a§5.2(a), below; and (f) not, without Service Company Consent, (i) amend any of its employment agreements or organizational documents in any material respect or waive any material rights thereunder, or (ii) engage in any transaction constituting a merger, consolidation, reorganization, sale or purchase of assets outside of the ordinary course of business, liquidation, or dissolution. Provider hereby acknowledges that Service Company would not have entered into this agreement but for Provider's ’s covenant to maintain such organizational documents and employment agreements, and Provider shall pay to Service Company, in addition to the amounts set forth in Article VII, any damages, compensation, payment, or settlement amounts received by Provider from a dentist who terminates his employment agreement without cause or whose employment agreement is terminated by Provider for cause.