Common use of Other Management Agreements Clause in Contracts

Other Management Agreements. (a) Manager agrees that during the initial twenty-four (24) months of the term of this Agreement, Manager will not, directly or indirectly, enter into a management agreement to provide substantially similar management services to those provided under this Agreement to any other otolaryngology practice (hereinafter an "Other ENT Group") located in a restricted geographical area ("Restricted Area") as set forth on Exhibit 3.20 hereto, unless Manager shall have first offered Practice the opportunity to merge with or acquire such Other ENT Group and Practice shall not have notified Manager within thirty (30) days after receipt of such written offer that Practice desires to merge with or acquire such Other ENT Group; provided, however, that Manager shall not be required to provide any right of first offer to Practice if there shall have occurred and be continuing an event which, with the giving of notice or lapse of time, or both, would constitute a "Practice Event of Default" hereunder, unless such event shall be cured within 15 days following written notice from Manager to Practice; and provided, further, that Practice agrees that in the event it desires to accept any such first offer, Practice and the Physician Partners will afford the individual physician shareholders or partners in the Other ENT Group the same economic and voting rights in Practice as are enjoyed by the Physician Partners. In the event Practice notifies Manager within the aforesaid 30-day period that it desires to merge with or acquire such Other ENT Group but subsequently notifies Manager that it no longer wishes to proceed with such transaction, then Manager shall be entitled to pursue such transaction. Any written offer provided to Practice under this Section 3.20 shall include sufficient financial and other information concerning such Other ENT Group as Practice may reasonably request in order to make an informed judgment. (b) Manager agrees that commencing with the 25th month of the term of this Agreement and continuing until the end of the 60th month of the term of this Agreement, Manager will provide notice to Practice at the time it reaches a basic understanding as evidenced by a term sheet or discussion outline of any potential management agreement between PSC and any Other ENT Group in the Restricted Area and will not consummate any such transaction for at least 30 days after providing Practice with notice that it has reached such understanding with any such other ENT Group. Such notice shall identify the Other ENT Group and PSC's estimate of its revenue run rate and overhead percentage. (c) All information provided to Practice under this Section 3.20 shall be considered to be confidential by Practice and afforded the same protection as Manager Confidential Information under Section 4.5(e).

Other Management Agreements. (a) Manager agrees that during the initial twenty-four (24) months of the term of this Agreement, Manager will not, directly or indirectly, enter into a management agreement to provide substantially similar management services to those provided under this Agreement to any other otolaryngology practice (hereinafter an "Other ENT Group") located in a restricted geographical area ("Restricted Area") as set forth on Exhibit 3.20 hereto, unless Manager shall have first offered Practice the opportunity to merge with or acquire such Other ENT Group and Practice shall not have notified Manager within thirty (30) days after receipt of such written offer that Practice desires to merge with or acquire such Other ENT Group; provided, however, that Manager shall not be required to provide any right of first offer to Practice if there shall have occurred and be continuing an event which, with the giving of notice or lapse of time, or both, would constitute a "Practice Event of Default" hereunder, unless such event shall be cured within 15 days following written notice from Manager to Practice; and provided, further, that Practice agrees that in the event it desires to accept any such first offer, Practice and the Physician Partners Shareholders will afford the individual physician shareholders or partners in the Other ENT Group the same economic and voting rights in Practice as are enjoyed by the Physician PartnersShareholders. In the event Practice notifies Manager within the aforesaid 30-day period that it desires to merge with or acquire such Other ENT Group but subsequently notifies Manager that it no longer wishes to proceed with such transaction, then Manager shall be entitled to pursue such transaction. Any written offer provided to Practice under this Section 3.20 shall include sufficient financial and other information concerning such Other ENT Group as Practice may reasonably request in order to make an informed judgment. (b) Manager agrees that commencing with the 25th month of the term of this Agreement and continuing until the end of the 60th month of the term of this Agreement, Manager will provide notice to Practice at the time it reaches a basic understanding as evidenced by a term sheet or discussion outline of any potential management agreement between PSC and any Other ENT Group in the Restricted Area and will not consummate any such transaction for at least 30 days after providing Practice with notice that it has reached such understanding with any such other ENT Group. Such notice shall identify the Other ENT Group and PSC's estimate of its revenue run rate and overhead percentage. (c) All information provided to Practice under this Section 3.20 shall be considered to be confidential by Practice and afforded the same protection as Manager Confidential Information under Section 4.5(e).