Services Agreements. Prior to closing, Magellan, in its capacity as a joint venturer, will or will cause any Magellan Subsidiary which is a joint venturer in any Joint Venture that owns or operates a domestic Hospital, which Joint Ventures are set forth on Schedule 7.9 and defined in the Franchise Agreement as "Existing Joint Ventures" (a "JOINT VENTURE"), to enter into a services agreement with OpCo for each such Hospital owned or operated by a Joint Venture, pursuant to which OpCo will perform, to the extent agreed by joint venture partners, all of Magellan's obligations under the Joint Venture agreement in exchange for the payment to OpCo by Magellan of all distributions and fees paid to Magellan by or on behalf of the Joint Venture. Magellan will use its commercially reasonable best efforts to obtain the consent of Magellan's joint venture partners to the performance, by OpCo, of Magellan's obligations under the Joint Venture Agreements. Each service agreement, as referred to in this Section 7.9, shall be approved by Crescent, which approval shall not be unreasonably withheld. The services agreement(s) shall continue in effect until termination of the Facilities Lease.
Appears in 2 contracts
Samples: Real Estate Purchase and Sale Agreement (Crescent Real Estate Equities Inc), Real Estate Purchase and Sale Agreement (Crescent Real Estate Equities Inc)
Services Agreements. Prior to closing, Magellan, in its capacity as a joint venturer, will or will cause any Magellan Subsidiary which is a joint venturer in any Joint Venture that owns or operates a domestic Hospital, which Joint Ventures are set forth on Schedule 7.9 and defined in the Franchise Agreement as "Existing Joint Ventures" (a "JOINT VENTUREJoint Venture"), to enter into a services agreement with OpCo Charter LLC for each such Hospital owned or operated by a Joint Venture, pursuant to which OpCo Charter LLC will perform, to the extent agreed by joint venture partners, all of Magellan's obligations under the Joint Venture agreement in exchange for the payment to OpCo Charter LLC by Magellan of all distributions and fees paid to Magellan by or on behalf of the Joint Venture. Magellan will use its commercially reasonable best efforts to obtain the consent of Magellan's joint venture partners to the performance, by OpCoCharter LLC, of Magellan's obligations under the Joint Venture Agreements. Each service agreement, as referred to in this Section 7.9, shall be approved by Crescent, which approval shall not be unreasonably withheld. The services agreement(s) shall continue in effect until termination of the Facilities Lease.
Appears in 1 contract
Samples: Contribution Agreement (Magellan Health Services Inc)
Services Agreements. Prior to closing, Magellan, in its capacity as a joint venturer, will or will cause any Magellan Subsidiary which is a joint venturer in any Joint Venture that owns or operates a domestic Hospital, which Joint Ventures are set forth on Schedule 7.9 and defined in the Franchise Agreement as "Existing Joint Ventures" (a "JOINT VENTUREJoint Venture"), to enter into a services agreement with OpCo for each such Hospital owned or operated by a Joint Venture, pursuant to which OpCo will perform, to the extent agreed by joint venture partners, all of Magellan's obligations under the Joint Venture agreement in exchange for the payment to OpCo by Magellan of all distributions and fees paid to Magellan by or on behalf of the Joint Venture. Magellan will use its commercially reasonable best efforts to obtain the consent of Magellan's joint venture partners to the performance, by OpCo, of Magellan's obligations under the Joint Venture Agreements. Each service agreement, as referred to in this Section 7.9, shall be approved by Crescent, which approval shall not be unreasonably withheld. The services agreement(s) shall continue in effect until termination of the Facilities Lease.
Appears in 1 contract
Samples: Contribution Agreement (Magellan Health Services Inc)