Common use of Procedure for Potential Breach of Covenants Clause in Contracts

Procedure for Potential Breach of Covenants. If the County believes that a breach of a Covenant has occurred (the “Default Event”), the County shall, with reasonable promptness, deliver to LH a written notice regarding the alleged breach, describe in reasonable detail the alleged Default Event, and state its intent to enforce its rights hereunder (the “Observed Covenant Breach Notice”). LH shall notify the County within sixty (60) calendar days of its receipt of the Observed Covenant Breach Notice whether LH agrees with the Observed Covenant Breach Notice and, if so, the extent to which LH agrees to comply with any actions proposed by the County to cure the Default Event and the time it anticipates will be required to cure the Default Event, and whether LH contends that the Default Event is the result of a Significant Change. LH shall have sixty (60) days from the date of the Observed Covenant Breach Notice to cure any Default Event, or, if not curable within sixty (60) days, to demonstrate substantial progress toward a complete cure of the Default Event. If, on its own volition, LH believes it may have committed, or may imminently commit, a Default Event, LH may deliver to the County with reasonable promptness, written notice of the alleged or anticipated Default Event, stating with sufficient detail the underlying facts of the Default Event, providing evidence to support the claim, stating whether LH contends that the Default Event is due to a Significant Change, and stating the proposed cure and corrective action, along with reasonably expected timelines and future disclosure milestones regarding the progress of the cure (the “Disclosed Covenant Breach Notice”). Within sixty (60) days after LH’s receipt of the Observed Covenant Breach Notice or the County’s receipt of the Disclosed Covenant Breach Notice, the chief executive officer of LH, or their designee, and the County’s designated representative(s) (together, the “Negotiation Parties”), shall meet in person (each, a “Negotiation”) to attempt in good faith to resolve the issues identified in the Observed Covenant Breach Notice or the Disclosed Covenant Breach Notice. The Negotiation Parties may, in their sole discretion, agree to additional Negotiations, and the County in its discretion may invite the Observer to attend any such Negotiation. (i) If the Negotiation Parties are able to resolve the issues identified in the Observed Covenant Breach Notice or the Disclosed Covenant Breach Notice to each party’s mutual satisfaction at such meeting (or any subsequent meetings which the parties agree to hold), the County shall provide written notice within sixty (60) days of the last Negotiation to LH formally withdrawing the applicable Observed Covenant Breach Notice or waiving the applicable Disclosed Covenant Breach Notice given by LH. (ii) If, within sixty (60) days after the first Negotiation (which period may be extended by written agreement of the Negotiation Parties), the Negotiation Parties are not able to resolve the issues identified in such Observed Covenant Breach Notice or Disclosed Covenant Breach Notice to the mutual satisfaction of both parties at such meeting or in subsequent meetings, and the County desires to initiate arbitration administered by the American Health Law Association under its Commercial Arbitration Rules with a single arbitrator (“AHLA Arbitration”), the County shall provide written notice to LH formally stating its intent to initiate AHLA Arbitration on behalf of the County (the “Notice of AHLA Arbitration”). If at the time of the alleged covenant breach the American Health Law Association no longer offers arbitration or dispute resolution services, the County may in its discretion select a different vendor that provides alternative dispute resolution services with arbitrators who have health care industry experience. Within sixty (60) days of the County’s issuance of a Notice of AHLA Arbitration, or as soon thereafter as practicable under the AHLA’s Commercial Arbitration rules, LH and the County shall initiate the AHLA Arbitration process. The Arbitration must take place in Fort Xxxxx, Florida, and the AHLA arbitrator must be someone with hospital or healthcare system-level health care experience who has expertise with arbitrating controversies involving complex commercial health care transactions or the subject of the particular dispute involved and with no conflict of interest. Within sixty (60) days after the Notice of AHLA Arbitration is delivered by the County, if the parties cannot agree on a proposed arbitrator, one shall be appointed by the AHLA in accordance with the AHLA’s Commercial Arbitration rules. LH shall be liable for all reasonable fees and expenses of the AHLA Arbitration process and the AHLA arbitrator, and LH shall reimburse the County for all reasonable expenses the County incurs in connection with the AHLA Arbitration process, including the County’s reasonable attorneys’ fees and costs. The outcome of the AHLA Arbitration shall be in writing and delivered to LH and the County. The outcome shall be binding on LH unless the County objects to the outcome. If the County objects to the outcome, the County shall have sixty (60) days after receiving the arbitrator’s written decision to initiate litigation against LH. If the County does not initiate litigation within such sixty (60) days, the County’s applicable Observed Covenant Breach Notice shall be deemed withdrawn. If the parties follow the dispute resolution process outlined in this Section 3.4.1 and the County elects to initiate litigation against LH, LH shall pay the County’s reasonable attorneys’ fees and costs associated with that litigation.

Procedure for Potential Breach of Covenants. If during the Oversight Period, the Oversight Monitor, or if following the Oversight Period, the County (an “Observer”), believes that a breach of a Covenant has occurred (the “Default Event”), the County Observer shall, with reasonable promptness, deliver to LH a written notice regarding the alleged breach, describe in reasonable detail the alleged Default Event, and state its intent to enforce its rights hereunder (the “Observed Covenant Breach Notice”). LH shall notify the County Observer within sixty fifteen (6015) calendar days of its receipt of the Observed Covenant Breach Notice whether LH it agrees with the Observed Covenant Breach Notice and, if so, the extent to which LH it agrees to comply with any actions proposed by the County Observer to cure the Default Event and the time it anticipates will be required to cure the Default Event, and whether LH contends that the Default Event is the result of a Significant ChangeForce Majeure Event. LH shall have sixty (60) days from the date of the Observed Covenant Breach Notice to cure any the Default Event, or, if not curable within sixty (60) days, to demonstrate substantial progress toward a complete cure of the Default Event, unless (i) the Default Event is not curable, or (ii) a Force Majeure Event is making it infeasible for LH to perform its obligations, in which case LH shall have the period of the duration of the Force Majeure Event and the period following the Force Majeure Event that LH reasonably requires to remediate any damage to property, plant or equipment resulting from such Force Majeure Event and/or the period that LH reasonably requires to resume operations or other status or activity that have been stopped, curtailed or otherwise disrupted as a result of such Force Majeure Event to resume satisfaction of the relevant Covenant or Covenants (such period, the “Force Majeure Period”), and during the Force Majeure Period LH shall not be in breach of the Covenant(s) identified in the Observed Covenant Breach Notice, so long as LH continues diligently to perform its obligations to the extent that remains feasible for the duration of the Force Majeure Period and uses commercially reasonable efforts to adjust its operations to resolve or mitigate the adverse impact of the Force Majeure Event. If, on its own volition, LH believes it may have committed, or may imminently commit, a Default Event, LH may deliver to the County appropriate Observer with reasonable promptness, written notice of the alleged or anticipated Default Event, stating with sufficient detail the underlying facts of the Default Event, providing evidence to support the claim, stating whether LH contends that the Default Event is due to a Significant ChangeForce Majeure Event, and stating the proposed cure and corrective action, along with reasonably expected timelines and future disclosure milestones regarding the progress of the cure (the “Disclosed Covenant Breach Notice”). Within sixty thirty (6030) days after LH’s receipt of the Observed Covenant Breach Notice or the CountyObserver’s receipt of the Disclosed Covenant Breach Notice, the chief executive officer of LH, or their designee, LH and the County’s designated representative(s) Chair of the Observer (together, the “Negotiation Parties”), shall meet in person (each, a “Negotiation”) to attempt in good faith to resolve the issues identified in the Observed Covenant Breach Notice or the Disclosed Covenant Breach Notice. The Negotiation Parties may, in their sole discretion, agree to additional Negotiations, and the County in its discretion may invite the Observer to attend any such Negotiation. (i) If the Negotiation Parties are able to resolve the issues identified in the Observed Covenant Breach Notice or the Disclosed Covenant Breach Notice to each party’s mutual satisfaction at such meeting (or any subsequent meetings which the parties agree to hold), the County Observer shall provide written notice within sixty fifteen (6015) days of the last Negotiation to LH formally withdrawing the applicable Observed Covenant Breach Notice or waiving the applicable Disclosed Covenant Breach Notice given by LH. (ii) If, within sixty thirty (6030) days after the first Negotiation (which period may be extended by written agreement of the Negotiation Parties), the Negotiation Parties are not able to resolve the issues identified in such Observed Covenant Breach Notice or Disclosed Covenant Breach Notice to the mutual satisfaction of both parties at such meeting or in subsequent meetings, and the County Observer desires to initiate arbitration administered by pursue the American Health Law Association exercise of its rights under its Commercial Arbitration Rules with a single arbitrator (“AHLA Arbitration”)Section 3.4.3, the County Observer shall provide written notice to LH formally stating its intent to initiate AHLA Arbitration exercise its remedies under Section 3.4.3 on behalf of the County (the “Notice of AHLA ArbitrationExercise of Remedies”). If at the time of the alleged covenant breach the American Health Law Association no longer offers arbitration or dispute resolution services, the County may in its discretion select a different vendor that provides alternative dispute resolution services with arbitrators who have health care industry experience. Within sixty thirty (6030) days of the CountyObserver’s issuance of a Notice of AHLA Arbitration, or as soon thereafter as practicable under the AHLA’s Commercial Arbitration rulesExercise of Remedies, LH and the County Observer shall initiate mutual efforts to try in good faith to settle the AHLA dispute by non-binding mediation administered by the American Arbitration processAssociation (the “AAA”) under its Commercial Mediation Procedures (the “Mediation”) before resorting to litigation or some other dispute resolution procedure. The Arbitration Mediation must be conducted and completed within thirty (30) days of the date a Mediator has been selected or appointed (the “Mediation Deadline”). The Mediation must take place in Fort Xxxxx, Florida, and the AHLA arbitrator Mediator must be someone with hospital or healthcare system-level health care experience who has expertise with arbitrating mediating controversies involving complex commercial health care transactions or the subject of the particular dispute involved and with no conflict of interest. The Mediator shall be disqualified as a witness, consultant, expert or counsel for either party with respect to the matters in dispute and any litigation or other matters relating thereto. Within sixty fifteen (6015) days after the Notice of AHLA Arbitration Exercise of Remedies is delivered by the CountyObserver, if the parties cannot agree on a proposed arbitratormediator, one shall be appointed by the AHLA in accordance executive director or other functional equivalent of the AAA. Each party shall designate no more than three (3) representatives who shall meet with the AHLA’s Commercial Arbitration rules. LH shall be liable for all reasonable fees and expenses of Mediator to mediate the AHLA Arbitration process and the AHLA arbitrator, and LH shall reimburse the County for all reasonable expenses the County incurs in connection with the AHLA Arbitration process, including the County’s reasonable attorneys’ fees and costs. The outcome of the AHLA Arbitration shall be in writing and delivered to LH and the County. The outcome shall be binding on LH unless the County objects to the outcome. If the County objects to the outcome, the County shall have sixty (60) days after receiving the arbitrator’s written decision to initiate litigation against LH. If the County does not initiate litigation within such sixty (60) days, the County’s applicable Observed Covenant Breach Notice shall be deemed withdrawn. If the parties follow the dispute resolution process outlined in this Section 3.4.1 and the County elects to initiate litigation against LH, LH shall pay the County’s reasonable attorneys’ fees and costs associated with that litigationdispute.

Procedure for Potential Breach of Covenants. (a) If during the Oversight Period, the Oversight Monitor, or if following the Oversight Period, the County (an “Observer”), believes that a breach of a Covenant has occurred (the “Default Event”), the County Observer shall, with reasonable promptness, deliver to LH a written notice regarding the alleged breach, describe in reasonable detail the alleged Default Event, and state its intent to enforce its rights hereunder (the “Observed Covenant Breach Notice”). . (b) LH shall notify the County Observer within sixty fifteen (6015) calendar days of its receipt of the Observed Covenant Breach Notice whether LH it agrees with the Observed Covenant Breach Notice and, if so, the extent to which LH it agrees to comply with any actions proposed by the County Observer to cure the Default Event and the time it anticipates will be required to cure the Default Event, and whether LH contends that the Default Event is the result of a Significant ChangeForce Majeure Event. LH shall have sixty (60) days from the date of the Observed Covenant Breach Notice to cure any the Default Event, or, if not curable within sixty (60) days, to demonstrate substantial progress toward a complete cure of the Default Event. , unless (i) the Default Event is not curable, or (ii) a Force Majeure Event is making it infeasible for LH to perform its obligations, in which case LH shall have the period of the duration of the Force Majeure Event and the period following the Force Majeure Event that LH reasonably requires to remediate any damage to property, plant or equipment resulting from such Force Majeure Event and/or the period that LH reasonably requires to resume operations or other status or activity that have been stopped, curtailed or otherwise disrupted as a result of such Force Majeure Event to resume satisfaction of the relevant Covenant or Covenants (such period, the “Force Majeure Period”), and during the Force Majeure Period LH shall not be in breach of the Covenant(s) identified in the Observed Covenant Breach Notice, so long as LH continues diligently to perform its obligations to the extent that remains feasible for the duration of the Force Majeure Period and uses commercially reasonable efforts to adjust its operations to resolve or mitigate the adverse impact of the Force Majeure Event. (c) If, on its own volition, LH believes it may have committed, or may imminently commit, a Default Event, LH may deliver to the County appropriate Observer with reasonable promptness, written notice of the alleged or anticipated Default Event, stating with sufficient detail the underlying facts of the Default Event, providing evidence to support the claim, stating whether LH contends that the Default Event is due to a Significant ChangeForce Majeure Event, and stating the proposed cure and corrective action, along with reasonably expected timelines and future disclosure milestones regarding the progress of the cure (the “Disclosed Covenant Breach Notice”). . (d) Within sixty thirty (6030) days after LH’s receipt of the Observed Covenant Breach Notice or the CountyObserver’s receipt of the Disclosed Covenant Breach Notice, the chief executive officer of LH, or their designee, LH and the County’s designated representative(s) Chair of the Observer (together, the “Negotiation Parties”), shall meet in person (each, a “Negotiation”) to attempt in good faith to resolve the issues identified in the Observed Covenant Breach Notice or the Disclosed Covenant Breach Notice. The Negotiation Parties may, in their sole discretion, agree to additional Negotiations, and the County in its discretion may invite the Observer to attend any such Negotiation. (i) If the Negotiation Parties are able to resolve the issues identified in the Observed Covenant Breach Notice or the Disclosed Covenant Breach Notice to each party’s mutual satisfaction at such meeting (or any subsequent meetings which the parties agree to hold), the County Observer shall provide written notice within sixty fifteen (6015) days of the last Negotiation to LH formally withdrawing the applicable Observed Covenant Breach Notice or waiving the applicable Disclosed Covenant Breach Notice given by LH. (ii) If, within sixty thirty (6030) days after the first Negotiation (which period may be extended by written agreement of the Negotiation Parties), the Negotiation Parties are not able to resolve the issues identified in such Observed Covenant Breach Notice or Disclosed Covenant Breach Notice to the mutual satisfaction of both parties at such meeting or in subsequent meetings, and the County Observer desires to initiate arbitration administered by pursue the American Health Law Association exercise of its rights under its Commercial Arbitration Rules with a single arbitrator (“AHLA Arbitration”)Section 3.4.3, the County Observer shall provide written notice to LH formally stating its intent to initiate AHLA Arbitration exercise its remedies under Section 3.4.3 on behalf of the County (the “Notice of AHLA ArbitrationExercise of Remedies”). If at the time of the alleged covenant breach the American Health Law Association no longer offers arbitration or dispute resolution services, the County may in its discretion select a different vendor that provides alternative dispute resolution services with arbitrators who have health care industry experience. . (e) Within sixty thirty (6030) days of the CountyObserver’s issuance of a Notice of AHLA Arbitration, or as soon thereafter as practicable under the AHLA’s Commercial Arbitration rulesExercise of Remedies, LH and the County Observer shall initiate mutual efforts to try in good faith to settle the AHLA dispute by non-binding mediation administered by the American Arbitration processAssociation (the “AAA”) under its Commercial Mediation Procedures (the “Mediation”) before resorting to litigation or some other dispute resolution procedure. The Arbitration Mediation must be conducted and completed within thirty (30) days of the date a Mediator has been selected or appointed (the “Mediation Deadline”). The Mediation must take place in Fort Xxxxx, Florida, and the AHLA arbitrator Mediator must be someone with hospital or healthcare system-level health care experience who has expertise with arbitrating mediating controversies involving complex commercial health care transactions or the subject of the particular dispute involved and with no conflict of interest. The Mediator shall be disqualified as a witness, consultant, expert or counsel for either party with respect to the matters in dispute and any litigation or other matters relating thereto. Within sixty fifteen (6015) days after the Notice of AHLA Arbitration Exercise of Remedies is delivered by the CountyObserver, if the parties cannot agree on a proposed arbitratormediator, one shall be appointed by the AHLA in accordance executive director or other functional equivalent of the AAA. Each party shall designate no more than three (3) representatives who shall meet with the AHLA’s Commercial Arbitration rules. LH shall be liable for all reasonable fees and expenses of Mediator to mediate the AHLA Arbitration process and the AHLA arbitrator, and LH shall reimburse the County for all reasonable expenses the County incurs in connection with the AHLA Arbitration process, including the County’s reasonable attorneys’ fees and costs. The outcome of the AHLA Arbitration shall be in writing and delivered to LH and the County. The outcome shall be binding on LH unless the County objects to the outcome. If the County objects to the outcome, the County shall have sixty (60) days after receiving the arbitrator’s written decision to initiate litigation against LH. If the County does not initiate litigation within such sixty (60) days, the County’s applicable Observed Covenant Breach Notice shall be deemed withdrawn. If the parties follow the dispute resolution process outlined in this Section 3.4.1 and the County elects to initiate litigation against LH, LH shall pay the County’s reasonable attorneys’ fees and costs associated with that litigationdispute.