Common use of Termination by Administrator Clause in Contracts

Termination by Administrator. In the event that any of the below circumstances occur, Administrator may terminate this Agreement immediately by written notice, without any payment of fees (other than payment of fees for services rendered hereunder prior to the effective date of termination and reimbursement for costs, expenses and disbursements due as of the date of such termination pursuant to Section 15 of this Agreement), penalties or any other liability (except as expressly set forth below): (i) if Sub-Administrator/Accounting Agent or any of its agents commits a material breach of this Agreement and, if such breach is reasonably capable of being cured, such breach remains uncured for thirty (30) days or such longer period (not to exceed ninety (90) days) as may be reasonably agreed between the Parties given the nature of the breach, after the Sub-Administrator/Accounting Agent’s receipt of a written notice from Administrator specifying in detail the nature of such breach; (ii) if Sub-Administrator/Accounting Agent or any of its agents commits a material breach of this Agreement that is not reasonably capable of being cured; provided, however, that in this instance the written notice contemplated by Section 2(d) shall specify in reasonable detail the nature of such breach; (iii) if Sub-Administrator/Accounting Agent materially breaches any of its confidentiality obligations under this Agreement with respect to Administrator Data that results in significant (x) legal, administrative or regulatory sanction of Administrator, (y) financial harm to Administrator, or (z) reputational harm to Administrator; (iv) if Sub-Administrator/Accounting Agent fails to obtain or maintain a license, authorization, permit or approval required under any law, rule or regulation applicable to the services provided by Sub-Administrator/ Accounting Agent under the Agreement, which has or reasonably could have a material adverse impact on the Sub-Administrator’s ability to provide the Services and the Sub-Administrator does not obtain or replace such license, authorization, permit or approval within thirty (30) Business Days (as defined below) or such longer period as my be reasonably agreed between the Parties, of receipt of the notice from the Administrator; (v) if Sub-Administrator/Accounting Agent is in material breach of any laws, rules or regulations applicable in connection with the provision or use of the services under the Agreement; (vi) if Sub-Administrator/Accounting Agent does not implement any change in services as agreed upon by the Parties and that has been approved by the Sub-Administrator in the change request process, which has a material adverse impact on Administrator; or (vii) a Force Majeure Event prevents the performance of any material part of the services for a continuous period of sixty (60) days, despite (in the case of non-performance by the Sub-Administrator/Accounting Agent) Sub- Administrator/Accounting Agent’s diligent efforts to institute its business continuity and disaster recovery plans to overcome such Force Majeure Event. Force Majeure Event means any event beyond the reasonable control of a Party including acts of God, war, terrorist action, riot, civil commotion, rebellion, general strike or other industrial action (excluding, for the avoidance of doubt, strikes or industrial disputes between a Party or its affiliate and its employees), interruptions in telecommunications or utilities services (including failures, malfunctions or errors of third party telecommunications, computer or other electrical, mechanical or technological application), computer viruses, acts of any government, regulatory or any other competent authority or compliance with any law or governmental or regulatory order, rule, regulation or direction, including currency restrictions. For the avoidance of doubt, a “material breach” hereunder shall include the Sub-Administrator/Fund Accounting Agent’s failure to provide services of such nature and quality that has a material adverse impact on the Administrator’s ability to meet its regulatory obligations timely and accurately and without undue delay.

Termination by Administrator. In Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the event that Group (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any of the below circumstances occur, Administrator may terminate following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement immediately by written notice, without any payment of fees (other than payment of fees for services rendered hereunder prior to the effective date of termination a "Material Group Default") and reimbursement for costs, expenses and disbursements due as of the date of such termination pursuant to Section 15 of this Agreement), penalties or any other liability (except as expressly set forth below): (i) if Sub-Administrator/Accounting Agent or any of its agents commits a material breach of this Agreement and, if such breach is reasonably capable of being cured, such breach remains uncured for the Group fails to deliver to Administrator within thirty (30) days after written notice of such Material Group Default has been given to Group a written plan (reasonably acceptable to Administrator) detailing the methods and procedures that the Group shall utilize to cure such Material Group Default, (ii) the Group has delivered a plan but has failed to utilize its best efforts to cure such Material Group Default within sixty (60) days after written notice thereof has been given to the Group by Administrator or (iii) the Group has delivered the plan but, after utilizing its best efforts, is unable to cure such longer period (not to exceed Material Group Default within ninety (90) daysdays after written notice thereof has been given to the Group by Administrator. The term "Material Group Default" for purposes of this Section 10.4 shall include, but not be limited to, (A) as may be reasonably agreed between the Parties given Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the nature of the breach, after the Sub-Administrator/Accounting Agent’s receipt appointment of a written notice from Administrator specifying receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in detail bankruptcy or making an assignment for the nature benefit of such breach; creditors, or upon other action taken or suffered by the Group, voluntarily or involuntarily, under any federal or state law for the benefit of debtors, except for the filing of a petition in involuntary bankruptcy against the Group which is dismissed within ninety (ii90) if Sub-Administrator/Accounting Agent days thereafter or (B) the Group or any of its agents commits a material breach of this Agreement that is not reasonably capable of being cured; providedPhysician Employee (1) fails to adhere to any compliance plan, however, that in this instance the written notice contemplated by Section 2(d) shall specify in reasonable detail the nature of such breach; (iii) if Sub-Administrator/Accounting Agent materially breaches any of its confidentiality obligations under this Agreement with respect to Administrator Data that results in significant (x) legal, administrative or regulatory sanction of Administrator, (y) financial harm to Administratorpolicy, or (z) reputational harm to Administrator; (iv) if Sub-Administrator/Accounting Agent fails to obtain or maintain a license, authorization, permit or approval required under any law, rule or regulation applicable to the services provided by Sub-Administrator/ Accounting Agent under the Agreement, which has or reasonably could have a material adverse impact on the Sub-Administrator’s ability to provide the Services and the Sub-Administrator does not obtain or replace such license, authorization, permit or approval within thirty (30) Business Days (manual as defined below) or such longer period as my be reasonably agreed between the Parties, of receipt of the notice from the Administrator; (v) if Sub-Administrator/Accounting Agent is described in material breach of any laws, rules or regulations applicable in connection with the provision or use of the services under the Agreement; (vi) if Sub-Administrator/Accounting Agent does not implement any change in services as agreed upon by the Parties and Section 4.6 hereof that has been approved by the Sub-Administrator Group and made applicable to all shareholders and employees of the Group, or (2) engages in any conduct or is formally accused of conduct for which the change request processGroup's ability or license, which has or a material adverse impact on Administrator; or Physician Employee's license to practice medicine reasonably would be expected to be subject to revocation or suspension, whether or not actually revoked or suspended, or (vii3) a Force Majeure Event prevents the performance is notified in writing of any material part of the services for a continuous period of sixty (60) days, despite (in the case of non-performance adverse action by the Sub-Administrator/Accounting Agent) Sub- Administrator/Accounting Agent’s diligent efforts to institute its business continuity and disaster recovery plans to overcome such Force Majeure Event. Force Majeure Event means any event beyond the reasonable control of a Party including acts of God, war, terrorist action, riot, civil commotion, rebellion, general strike state or other industrial action (excluding, for the avoidance of doubt, strikes federal department or industrial disputes between a Party or its affiliate and its employees), interruptions in telecommunications or utilities services (including failures, malfunctions or errors of third party telecommunications, computer or other electrical, mechanical or technological application), computer viruses, acts of any government, regulatory or any other competent authority or compliance with any law or governmental or regulatory order, rule, regulation or direction, including currency restrictions. For the avoidance of doubt, a “material breach” hereunder shall include the Sub-Administrator/Fund Accounting Agent’s failure to provide services of such nature and quality agency that has a material adverse impact on the Administrator’s ability to meet its regulatory obligations timely and accurately and without undue delay.effect of either excluding that

Termination by Administrator. In Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the event that Group (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any of the below circumstances occur, Administrator may terminate following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement immediately by written notice, without any payment of fees (other than payment of fees for services rendered hereunder prior to the effective date of termination a "Material Group Default") and reimbursement for costs, expenses and disbursements due as of the date of such termination pursuant to Section 15 of this Agreement), penalties or any other liability (except as expressly set forth below): (i) if Sub-Administrator/Accounting Agent or any of its agents commits a material breach of this Agreement and, if such breach is reasonably capable of being cured, such breach remains uncured for the Group fails to deliver to Administrator within thirty (30) days after written notice of such Material Group Default has been given to Group a written plan (reasonably acceptable to Administrator) detailing the methods and procedures that the Group shall utilize to cure such Material Group Default, (ii) the Group has delivered a plan but has failed to utilize its best efforts to cure such Material Group Default within sixty (60) days after written notice thereof has been given to the Group by Administrator or (iii) the Group has delivered the plan but, after utilizing its best efforts, is unable to cure such longer period (not to exceed Material Group Default within ninety (90) daysdays after written notice thereof has been given to the Group by Administrator. The term "Material Group Default" for purposes of this Section 10.4 shall include, but not be limited to, (A) as may be reasonably agreed between the Parties given Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the nature of the breach, after the Sub-Administrator/Accounting Agent’s receipt appointment of a written notice from Administrator specifying receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in detail bankruptcy or making an assignment for the nature benefit of such breach; creditors, or upon other action taken or suffered by the Group, voluntarily or involuntarily, under any federal or state law for the benefit of debtors, except for the filing of a petition in involuntary bankruptcy against the Group which is dismissed within ninety (ii90) if Sub-Administrator/Accounting Agent days thereafter or (B) the Group or any of its agents commits a material breach of this Agreement that is not reasonably capable of being cured; providedPhysician Employee (1) fails to adhere to any compliance plan, however, that in this instance the written notice contemplated by Section 2(d) shall specify in reasonable detail the nature of such breach; (iii) if Sub-Administrator/Accounting Agent materially breaches any of its confidentiality obligations under this Agreement with respect to Administrator Data that results in significant (x) legal, administrative or regulatory sanction of Administrator, (y) financial harm to Administratorpolicy, or (z) reputational harm to Administrator; (iv) if Sub-Administrator/Accounting Agent fails to obtain or maintain a license, authorization, permit or approval required under any law, rule or regulation applicable to the services provided by Sub-Administrator/ Accounting Agent under the Agreement, which has or reasonably could have a material adverse impact on the Sub-Administrator’s ability to provide the Services and the Sub-Administrator does not obtain or replace such license, authorization, permit or approval within thirty (30) Business Days (manual as defined below) or such longer period as my be reasonably agreed between the Parties, of receipt of the notice from the Administrator; (v) if Sub-Administrator/Accounting Agent is described in material breach of any laws, rules or regulations applicable in connection with the provision or use of the services under the Agreement; (vi) if Sub-Administrator/Accounting Agent does not implement any change in services as agreed upon by the Parties and Section 4.6 hereof that has been approved by the Sub-Administrator Group and made applicable to all shareholders and employees of the Group, or (2) engages in any conduct or is formally accused of conduct for which the change request processGroup's ability or license, which has or a material adverse impact on Administrator; or Physician Employee's license to practice medicine reasonably would be expected to be subject to revocation or suspension, whether or not actually revoked or suspended, or (vii3) a Force Majeure Event prevents the performance is notified in writing of any material part adverse action by any state or federal department or agency that has the effect of the services for a continuous period of sixty (60) days, despite (either excluding that individual from participating in the case of non-performance or from receiving reimbursement under any program funded by the Subfederal government or by any state government, notwithstanding any available post-Administrator/Accounting Agentsanction remedies, or (4) Sub- Administrator/Accounting Agent’s diligent efforts to institute its business continuity and disaster recovery plans to overcome such Force Majeure Event. Force Majeure Event means is otherwise disciplined by any event beyond the reasonable control of a Party including acts of God, war, terrorist action, riot, civil commotion, rebellion, general strike or other industrial action (excluding, for the avoidance of doubt, strikes or industrial disputes between a Party or its affiliate and its employees), interruptions in telecommunications or utilities services (including failures, malfunctions or errors of third party telecommunications, computer or other electrical, mechanical or technological application), computer viruses, acts of any governmentlicensing, regulatory or professional entity or institution, the result of any of which event does or is reasonably expected to materially adversely affect the Professional Operations or the Technical Operations, the result of any of which event described in subparagraphs (1) through (4) above, in the absence of termination of a Physician Employee or a Physician Extender Employee or other competent authority action of the Group to monitor and cure such act or compliance with conduct by such employee, does or reasonably would be expected to materially and adversely affect the Professional Operations or the Technical Operations. Notwithstanding anything to the contrary in this Agreement, following receipt by the Group of the notice of a Material Group Default, and until such Material Group Default shall be cured, the Administrator may take such action as may be reasonably required to cover such Material Group Default so as to maintain for the Administrator the same level of service at the Premises as before the Material Group Default, without prejudicing in any law or governmental or regulatory orderway Administrator other rights and remedies, rule, regulation or direction, including currency restrictions. For and may offset all of its costs of cover from amounts which may otherwise due to the avoidance of doubt, a “material breach” hereunder shall include the Sub-Administrator/Fund Accounting Agent’s failure to provide services of such nature and quality that has a material adverse impact on the Administrator’s ability to meet its regulatory obligations timely and accurately and without undue delayGroup under this Agreement.

Termination by Administrator. In Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the event that Group (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any of the below circumstances occur, Administrator may terminate following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement immediately by written notice, without any payment of fees (other than payment of fees for services rendered hereunder prior to the effective date of termination a "Material Group Default") and reimbursement for costs, expenses and disbursements due as of the date of such termination pursuant to Section 15 of this Agreement), penalties or any other liability (except as expressly set forth below): (i) if Sub-Administrator/Accounting Agent or any of its agents commits a material breach of this Agreement and, if such breach is reasonably capable of being cured, such breach remains uncured for the Group fails to deliver to Administrator within thirty (30) days after written notice of such Material Group Default has been given to Group a written plan (reasonably acceptable to Administrator) detailing the methods and procedures that the Group shall utilize to cure such Material Group Default, (ii) the Group has delivered a plan but has failed to utilize its best efforts to cure such Material Group Default within sixty (60) days after written notice thereof has been given to the Group by Administrator or (iii) the Group has delivered the plan but, after utilizing its best efforts, is unable to cure such longer period (not to exceed Material Group Default within ninety (90) daysdays after written notice thereof has been given to the Group by Administrator. The term "Material Group Default" for purposes of this Section 10.4 shall include, but not be limited to, (A) as may be reasonably agreed between the Parties given Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the nature of the breach, after the Sub-Administrator/Accounting Agent’s receipt appointment of a written notice from Administrator specifying receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in detail bankruptcy or making an assignment for the nature benefit of such breach; creditors, or upon other action taken or suffered by the Group, voluntarily or involuntarily, under any federal or state law for the benefit of debtors, except for the filing of a petition in involuntary bankruptcy against the Group which is dismissed within ninety (ii90) if Sub-Administrator/Accounting Agent days thereafter or (B) the Group or any of its agents commits a material breach of this Agreement that is not reasonably capable of being cured; providedPhysician Employee (1) fails to adhere to any compliance plan, however, that in this instance the written notice contemplated by Section 2(d) shall specify in reasonable detail the nature of such breach; (iii) if Sub-Administrator/Accounting Agent materially breaches any of its confidentiality obligations under this Agreement with respect to Administrator Data that results in significant (x) legal, administrative or regulatory sanction of Administrator, (y) financial harm to Administratorpolicy, or (z) reputational harm to Administrator; (iv) if Sub-Administrator/Accounting Agent fails to obtain or maintain a license, authorization, permit or approval required under any law, rule or regulation applicable to the services provided by Sub-Administrator/ Accounting Agent under the Agreement, which has or reasonably could have a material adverse impact on the Sub-Administrator’s ability to provide the Services and the Sub-Administrator does not obtain or replace such license, authorization, permit or approval within thirty (30) Business Days (manual as defined below) or such longer period as my be reasonably agreed between the Parties, of receipt of the notice from the Administrator; (v) if Sub-Administrator/Accounting Agent is described in material breach of any laws, rules or regulations applicable in connection with the provision or use of the services under the Agreement; (vi) if Sub-Administrator/Accounting Agent does not implement any change in services as agreed upon by the Parties and Section 4.6 hereof that has been approved by the Sub-Administrator Group and made applicable to all shareholders and employees of the Group, or (2) engages in any conduct or is formally accused of conduct for which the change request processGroup's ability or license, which has or a material adverse impact on Administrator; or Physician Employee's license to practice medicine reasonably would be expected to be subject to revocation or suspension, whether or not actually revoked or suspended, or (vii3) a Force Majeure Event prevents the performance is notified in writing of any material part adverse action by any state or federal department or agency that has the effect of the services for a continuous period of sixty (60) days, despite (either excluding that individual from participating in the case of non-performance or from receiving reimbursement under any program funded by the Subfederal government or by any state government, notwithstanding any available post-Administrator/Accounting Agentsanction remedies, or (4) Sub- Administrator/Accounting Agent’s diligent efforts to institute its business continuity and disaster recovery plans to overcome such Force Majeure Event. Force Majeure Event means is otherwise disciplined by any event beyond the reasonable control of a Party including acts of God, war, terrorist action, riot, civil commotion, rebellion, general strike or other industrial action (excluding, for the avoidance of doubt, strikes or industrial disputes between a Party or its affiliate and its employees), interruptions in telecommunications or utilities services (including failures, malfunctions or errors of third party telecommunications, computer or other electrical, mechanical or technological application), computer viruses, acts of any governmentlicensing, regulatory or professional entity or institution, the result of any of which event does or is reasonably expected to materially adversely affect the Practice, the result of any of which event described in subparagraphs (1) through (4) above, in the absence of termination of a Physician Employee or a Physician Extender Employee or other competent authority action of the Group to monitor and cure such act or compliance with any law conduct by such employee, does or governmental reasonably would be expected to materially and adversely affect the Practice or regulatory orderthe Group. Notwithstanding anything to the contrary in this Agreement, rule, regulation or direction, including currency restrictions. For the avoidance of doubt, a “material breach” hereunder shall include the Sub-Administrator/Fund Accounting Agent’s failure to provide services of such nature and quality that has a material adverse impact on the Administrator’s ability to meet its regulatory obligations timely and accurately and without undue delay.following

Termination by Administrator. In Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the event that Group (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any of the below circumstances occur, Administrator may terminate following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement immediately by written notice, without any payment of fees (other than payment of fees for services rendered hereunder prior to the effective date of termination a "Material Group Default") and reimbursement for costs, expenses and disbursements due as of the date of such termination pursuant to Section 15 of this Agreement), penalties or any other liability (except as expressly set forth below): (i) if Sub-Administrator/Accounting Agent or any of its agents commits a material breach of this Agreement and, if such breach is reasonably capable of being cured, such breach remains uncured for the Group fails to deliver to Administrator within thirty (30) days after written notice of such Material Group Default has been given to Group a written plan (reasonably acceptable to Administrator) detailing the methods and procedures that the Group shall utilize to cure such Material Group Default, (ii) the Group has delivered a plan but has failed to utilize its best efforts to cure such Material Group Default within sixty (60) days after written notice thereof has been given to the Group by Administrator or (iii) the Group has delivered the plan but, after utilizing its best efforts, is unable to cure such longer period (not to exceed Material Group Default within ninety (90) daysdays after written notice thereof has been given to the Group by Administrator. The term "Material Group Default" for purposes of this Section 10.4 shall include, but not be limited to, (A) as may be reasonably agreed between the Parties given Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the nature of the breach, after the Sub-Administrator/Accounting Agent’s receipt appointment of a written notice from Administrator specifying receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in detail bankruptcy or making an assignment for the nature benefit of such breach; creditors, or upon other action taken or suffered by the Group, voluntarily or involuntarily, under any federal or state law for the benefit of debtors, except for the filing of a petition in involuntary bankruptcy against the Group which is dismissed within ninety (ii90) if Sub-Administrator/Accounting Agent days thereafter or (B) the Group or any of its agents commits a material breach of this Agreement that is not reasonably capable of being cured; providedPhysician Employee (1) fails to adhere to any compliance plan, however, that in this instance the written notice contemplated by Section 2(d) shall specify in reasonable detail the nature of such breach; (iii) if Sub-Administrator/Accounting Agent materially breaches any of its confidentiality obligations under this Agreement with respect to Administrator Data that results in significant (x) legal, administrative or regulatory sanction of Administrator, (y) financial harm to Administratorpolicy, or (z) reputational harm to Administrator; (iv) if Sub-Administrator/Accounting Agent fails to obtain or maintain a license, authorization, permit or approval required under any law, rule or regulation applicable to the services provided by Sub-Administrator/ Accounting Agent under the Agreement, which has or reasonably could have a material adverse impact on the Sub-Administrator’s ability to provide the Services and the Sub-Administrator does not obtain or replace such license, authorization, permit or approval within thirty (30) Business Days (manual as defined below) or such longer period as my be reasonably agreed between the Parties, of receipt of the notice from the Administrator; (v) if Sub-Administrator/Accounting Agent is described in material breach of any laws, rules or regulations applicable in connection with the provision or use of the services under the Agreement; (vi) if Sub-Administrator/Accounting Agent does not implement any change in services as agreed upon by the Parties and Section 4.6 hereof that has been approved by the Sub-Administrator Group and made applicable to all shareholders and employees of the Group, or (2) engages in any conduct or is formally accused of conduct for which the change request processGroup's ability or license, which has or a material adverse impact on Administrator; or Physician Employee's license to practice medicine reasonably would be expected to be subject to revocation or suspension, whether or not actually revoked or suspended, or (vii3) a Force Majeure Event prevents the performance is notified in writing of any material part adverse action by any state or federal department or agency that has the effect of the services for a continuous period of sixty (60) days, despite (either excluding that individual from participating in the case of non-performance or from receiving reimbursement under any program funded by the Subfederal government or by any state government, notwithstanding any available post-Administrator/Accounting Agentsanction remedies, or (4) Sub- Administrator/Accounting Agent’s diligent efforts to institute its business continuity and disaster recovery plans to overcome such Force Majeure Event. Force Majeure Event means is otherwise disciplined by any event beyond the reasonable control of a Party including acts of God, war, terrorist action, riot, civil commotion, rebellion, general strike or other industrial action (excluding, for the avoidance of doubt, strikes or industrial disputes between a Party or its affiliate and its employees), interruptions in telecommunications or utilities services (including failures, malfunctions or errors of third party telecommunications, computer or other electrical, mechanical or technological application), computer viruses, acts of any governmentlicensing, regulatory or professional entity or institution, the result of any of which event does or is reasonably expected to materially adversely affect the Practice, the result of any of which event described in subparagraphs (1) through (4) above, in the absence of termination of a Physician Employee or a Physician Extender Employee or other competent authority action of the Group to monitor and cure such act or compliance with conduct by such employee, does or reasonably would be expected to materially and adversely affect the Practice or the Group. Notwithstanding anything to the contrary in this Agreement, following receipt by the Group of the notice of a Material Group Default, and until such Material Group Default shall be cured, the Administrator may take such action as may be reasonably required to cover such Material Group Default so as to maintain for the Administrator the same level of service at the Premises as before the Material Group Default, without prejudicing in any law or governmental or regulatory orderway Administrator other rights and remedies, rule, regulation or direction, including currency restrictions. For and may offset all of its costs of cover from amounts which may otherwise due to the avoidance of doubt, a “material breach” hereunder shall include the Sub-Administrator/Fund Accounting Agent’s failure to provide services of such nature and quality that has a material adverse impact on the Administrator’s ability to meet its regulatory obligations timely and accurately and without undue delayGroup under this Agreement.

Termination by Administrator. In Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the event that Group (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any of the below circumstances occur, Administrator may terminate following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement immediately by written notice, without any payment of fees (other than payment of fees for services rendered hereunder prior to the effective date of termination a "Material Group Default") and reimbursement for costs, expenses and disbursements due as of the date of such termination pursuant to Section 15 of this Agreement), penalties or any other liability (except as expressly set forth below): (i) if Sub-Administrator/Accounting Agent or any of its agents commits a material breach of this Agreement and, if such breach is reasonably capable of being cured, such breach remains uncured for the Group fails to deliver to Administrator within thirty (30) days after written notice of such Material Group Default has been given to Group a written plan (reasonably acceptable to Administrator) detailing the methods and procedures that the Group shall utilize to cure such Material Group Default, (ii) the Group has delivered a plan but has failed to utilize its best efforts to cure such Material Group Default within sixty (60) days after written notice thereof has been given to the Group by Administrator or (iii) the Group has delivered the plan but, after utilizing its best efforts, is unable to cure such longer period (not to exceed Material Group Default within ninety (90) daysdays after written notice thereof has been given to the Group by Administrator. The term "Material Group Default" for purposes of this Section 10.4 shall include, but not be limited to, (A) as may be reasonably agreed between the Parties given Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the nature of the breach, after the Sub-Administrator/Accounting Agent’s receipt appointment of a written notice from Administrator specifying receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in detail bankruptcy or making an assignment for the nature benefit of such breach; creditors, or upon other action taken or suffered by the Group, voluntarily or involuntarily, under any federal or state law for the benefit of debtors, except for the filing of a petition in involuntary bankruptcy against the Group which is dismissed within ninety (ii90) if Sub-Administrator/Accounting Agent days thereafter or (B) the Group or any of its agents commits a material breach of this Agreement that is not reasonably capable of being cured; providedPhysician Employee (1) fails to adhere to any compliance plan, however, that in this instance the written notice contemplated by Section 2(d) shall specify in reasonable detail the nature of such breach; (iii) if Sub-Administrator/Accounting Agent materially breaches any of its confidentiality obligations under this Agreement with respect to Administrator Data that results in significant (x) legal, administrative or regulatory sanction of Administrator, (y) financial harm to Administratorpolicy, or (z) reputational harm to Administrator; (iv) if Sub-Administrator/Accounting Agent fails to obtain or maintain a license, authorization, permit or approval required under any law, rule or regulation applicable to the services provided by Sub-Administrator/ Accounting Agent under the Agreement, which has or reasonably could have a material adverse impact on the Sub-Administrator’s ability to provide the Services and the Sub-Administrator does not obtain or replace such license, authorization, permit or approval within thirty (30) Business Days (manual as defined below) or such longer period as my be reasonably agreed between the Parties, of receipt of the notice from the Administrator; (v) if Sub-Administrator/Accounting Agent is described in material breach of any laws, rules or regulations applicable in connection with the provision or use of the services under the Agreement; (vi) if Sub-Administrator/Accounting Agent does not implement any change in services as agreed upon by the Parties and Section 4.6 hereof that has been approved by the Sub-Administrator Group and made applicable to all shareholders and employees of the Group, or (2) engages in any conduct or is formally accused of conduct for which the change request processGroup's ability or license, which has or a material adverse impact on Administrator; or Physician Employee's license to practice medicine reasonably would be expected to be subject to revocation or suspension, whether or not actually revoked or suspended, or (vii3) a Force Majeure Event prevents the performance is notified in writing of any material part adverse action by any state or federal department or agency that has the effect of the services for a continuous period of sixty (60) days, despite (either excluding that individual from participating in the case of non-performance or from receiving reimbursement under any program funded by the Subfederal government or by any state government, notwithstanding any available post-Administrator/Accounting Agentsanction remedies, or (4) Sub- Administrator/Accounting Agent’s diligent efforts to institute its business continuity and disaster recovery plans to overcome such Force Majeure Event. Force Majeure Event means is otherwise disciplined by any event beyond the reasonable control of a Party including acts of God, war, terrorist action, riot, civil commotion, rebellion, general strike or other industrial action (excluding, for the avoidance of doubt, strikes or industrial disputes between a Party or its affiliate and its employees), interruptions in telecommunications or utilities services (including failures, malfunctions or errors of third party telecommunications, computer or other electrical, mechanical or technological application), computer viruses, acts of any governmentlicensing, regulatory or professional entity or institution, the result of any other competent authority of which event does or compliance with is reasonably expected to materially adversely affect the Practice, the result of any law or governmental or regulatory orderof which event described in subparagraphs (1) through (4) above, rule, regulation or direction, including currency restrictions. For the avoidance of doubt, a “material breach” hereunder shall include the Sub-Administrator/Fund Accounting Agent’s failure to provide services of such nature and quality that has a material adverse impact on the Administrator’s ability to meet its regulatory obligations timely and accurately and without undue delay.in