Common use of Termination by Administrator Clause in Contracts

Termination by Administrator. Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the 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 following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Group Default") and (i) 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 Material Group Default within ninety (90) days 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) the Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in bankruptcy or making an assignment for the benefit of 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 (90) days thereafter or (B) the Group or any Physician Employee (1) fails to adhere to any compliance plan, policy, or manual as described in Section 4.6 hereof that has been approved by the 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 Group's ability or license, or a 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 (3) is notified in writing of any adverse action by any state or federal department or agency that has the effect of either excluding that individual from participating in or from receiving reimbursement under any program funded by the federal government or by any state government, notwithstanding any available post-sanction remedies, or (4) is otherwise disciplined by any licensing, 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 action of the Group to monitor and cure such act or conduct by such employee, does or reasonably would be expected to materially and adversely affect the Practice or the Group. Notwithstanding anything to the

Termination by Administrator. Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the 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 following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Group Default") and (i) 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 Material Group Default within ninety (90) days 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) the Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in bankruptcy or making an assignment for the benefit of 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 (90) days thereafter or (B) the Group or any Physician Employee (1) fails to adhere to any compliance plan, policy, or manual as described in Section 4.6 hereof that has been approved by the 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 Group's ability or license, or a 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 (3) is notified in writing of any adverse action by any state or federal department or agency that has the effect of either excluding that individual from participating in or from receiving reimbursement under any program funded by the federal government or by any state government, notwithstanding any available post-sanction remedies, or (4) is otherwise disciplined by any licensing, 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 action of the Group to monitor and cure such act or conduct by such employee, does or reasonably would be expected to materially and adversely affect the Practice or the Group. Notwithstanding anything to thethe 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

Termination by Administrator. Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the 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 following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Group Default") and (i) 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 Material Group Default within ninety (90) days 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) the Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in bankruptcy or making an assignment for the benefit of 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 (90) days thereafter or (B) the Group or any Physician Employee (1) fails to adhere to any compliance plan, policy, or manual as described in Section 4.6 hereof that has been approved by the 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 Group's ability or license, or a 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 (3) is notified in writing of any adverse action by any state or federal department or agency that has the effect of either excluding that individual from participating in or from receiving reimbursement under any program funded by the federal government or by any state government, notwithstanding any available post-sanction remedies, or (4) is otherwise disciplined by any licensing, regulatory or professional entity or institution, the result of any of which event does or is reasonably expected to materially adversely affect the PracticeProfessional 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 action of the Group to monitor and cure such act or conduct by such employee, does or reasonably would be expected to materially and adversely affect the Practice Professional Operations or the GroupTechnical Operations. Notwithstanding anything to thethe 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 way Administrator other rights and remedies, and may offset all of its costs of cover from amounts which may otherwise due to the Group under this Agreement. (b) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation. (c) At any time during the five-year period following the Acquisition Effective Date if more than thirty-three and one-third percent (33 1/3%) of the total number of Group Physician Stockholders and Full-time Physician Employees retained or employed by the Group at the time of the Acquisition Effective Date are no longer employed or retained by the Group for reasons other than (i) death, (ii) permanent disability, (iii) loss of a hospital contract or privileges for reasons other than voluntary resignation by the Group or a failure to renew or a failure to respond to a reasonable proposal to extend the term of such contract or (iv) voluntary closing of facilities by Administrator. For purposes of this Section 10.4(c), if Parent and/or Administrator are notified in writing by the Group at or prior to the Acquisition Effective Date of any Physician Employee or Physician Extender Employee that intends to retire prior to expiration of such five- year period, then such Physician Employee or Physician Extender Employee shall not be counted for purposes of determining the above percentage.

Termination by Administrator. Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the 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 following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "“Material Group Default"”) and (i) 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 Material Group Default within ninety (90) days 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) the Group's ’s admission in writing of its inability to generally pay its debts when due, application for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in bankruptcy or making an assignment for the benefit of 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 (90) days thereafter or (B) the Group or any Physician Employee (1) fails to adhere to any compliance plan, policy, or manual as described in Section 4.6 hereof that has been approved by the 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 Group's ’s ability or license, or a Physician Employee's ’s license to practice medicine reasonably would be expected to be subject to revocation or suspension, whether or not actually revoked or suspended, or (3) is notified in writing of any adverse action by any state or federal department or agency that has the effect of either excluding that individual from participating in or from receiving reimbursement under any program funded by the federal government or by any state government, notwithstanding any available post-sanction remedies, or (4) is otherwise disciplined by any licensing, 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 action of the Group to monitor and cure such act or conduct by such employee, does or reasonably would be expected to materially and adversely affect the Practice or the Group. Notwithstanding anything to thethe 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 way Administrator other rights and remedies, and may offset all of its costs of cover from amounts which may otherwise due to the Group under this Agreement.

Termination by Administrator. Administrator may, in its sole discretion, terminate this Agreement by giving written notice thereof to the 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 following events: (a) The Group shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Group Default") and (i) 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 Material Group Default within ninety (90) days 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) the Group's admission in writing of its inability to generally pay its debts when due, application for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, filing of a petition in bankruptcy or making an assignment for the benefit of 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 (90) days thereafter or (B) the Group or any Physician Employee (1) fails to adhere to any compliance plan, policy, or manual as described in Section 4.6 hereof that has been approved by the 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 Group's ability or license, or a 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 (3) is notified in writing of any adverse action by any state or federal department or agency that has the effect of either excluding that individual from participating in or from receiving reimbursement under any program funded by the federal government or by any state government, notwithstanding any available post-sanction remedies, or (4) is otherwise disciplined by any licensing, 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 action of the Group to monitor and cure such act or conduct by such employee, does or reasonably would be expected to materially and adversely affect the Practice or the Group. Notwithstanding anything to thelicense