Common use of Termination by Hospital Clause in Contracts

Termination by Hospital. Upon the occurrence of any one or more of the following events, Hospital may terminate this Agreement by giving written notice of termination to Group, which termination shall be effective as of the date set forth in Hospital’s written notice of termination to Group or, if no date is set forth in the notice, the date the notice is delivered to Group: (a) breach of this Agreement by Group where the breach is not cured within thirty (30) calendar days after Hospital first gives written notice of the breach to Group; (b) Group breaches any representation or warranty in this Agreement; (c) Group: (i) utilizes a physician who has not been approved by Hospital to furnish Coverage Services under this Agreement; or (ii) fails to remove a Group Practitioner from furnishing Coverage Services under this Agreement in accordance with Section 6.8 or Section 6.9 of this Agreement; (d) Group is unable or reasonably expected to be unable to provide the Coverage Services for any reason for a period in excess of thirty (30) consecutive days or sixty (60) days in the aggregate over any three (3) month period; (e) the performance of Group’s obligations pursuant to this Agreement, in Hospital’s’ good faith determination, jeopardizes the mental or physical health, safety or well being of any patient or damages the reputation of Hospital; (f) Group is the subject of one (1) or more medical malpractice judgments or settlements within any twelve (12) month period; (g) the: (i) sale, transfer or other disposition of all or substantially all of the assets or the issued and outstanding voting securities of Group; (ii) merger, consolidation or other reorganization of Group if, immediately following such transaction, either Group or its shareholders or other equity holders (as existing immediately preceding such transaction) do not own a majority of all classes of the issued and outstanding voting securities of the surviving, consolidated or reorganized entity; (iii) issuance of any class of voting securities by Group (or its successor) if, immediately following such transaction, Group’s shareholders or other equity holders existing immediately preceding such issuance do not own a majority of all classes of the issued and outstanding voting securities of Group; or (iv) dissolution and/or liquidation of Group or the cessation of the active conduct of Group’s business activities (or those of its successor), in any case, without the prior written consent of Hospital; (h) Group makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they mature, applies to any court for the appointment of a trustee or receiver over its assets, or upon commencement of any voluntary or involuntary proceedings under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or other similar law of any jurisdiction; (i) the insurance required to be maintained by Group under this Agreement is terminated, reduced below the minimum coverage requirements set forth in this Agreement, not renewed or cancelled (whether by action of the insurance company or Group) for any reason, and Group has not obtained replacement coverage as required by this Agreement prior to the effective date of such termination, reduction, non-renewal or cancellation; (j) Group is charged with or convicted of a felony, a misdemeanor involving fraud, dishonesty, or moral turpitude, or any crime relevant to the provision of Coverage Services, or Group’s or any Group Practitioner’s practice of medicine; (k) Group or any Group Practitioner acts, or causes another person to act, in a manner which conflicts with or violates the Code; (l) Group or any Group Practitioner is debarred, suspended, excluded or otherwise ineligible to participate in or receive payment from any third-party payor program, including, without limitation, any Federal Health Care Program or state equivalent, any other public or private health and/or hospital care programs, insurance programs, self-funded employer health programs, health care service plans or preferred provider organizations; (m) upon a sale of all or substantially all assets comprising Hospital acute care hospital facility, any change of control in Hospital organization, or any change in control of their day to day operations, whether through a membership change or by management contract. Hospital shall notify Group in writing of such sale or change of control at least thirty (30) days prior to the closing date of any such sale or the effective date of any such change of control; or (n) Hospital’s compliance review board disapproves the Agreement, or does not approve the Agreement within thirty (30) days from the Execution Date.

Termination by Hospital. Upon the occurrence of any one or more of the following events, Hospital may terminate this Agreement by giving written notice of termination to GroupPractitioner, which termination shall be effective as of the date set forth in Hospital’s written notice of termination to Group Practitioner or, if no date is set forth in the notice, the date the notice is delivered to GroupPractitioner: (a) breach of this Agreement by Group Practitioner where the breach is not cured within thirty (30) calendar days after Hospital first gives written notice of the breach to GroupPractitioner; (b) Group Practitioner breaches any representation or warranty in this Agreement; (c) Group: (i) utilizes a physician who has not been approved by Hospital the performance of Practitioner’s obligations pursuant to furnish Coverage Services under this Agreement; , in Hospital’s good faith determination, jeopardizes the mental or (ii) fails to remove a Group Practitioner from furnishing Coverage Services under this Agreement in accordance with Section 6.8 physical health, safety or Section 6.9 well being of this Agreementany patient or damages the reputation of Hospital; (d) Group Practitioner is unable or reasonably expected to be unable to provide the Coverage Services for any reason for a period in excess of thirty (30) consecutive days or sixty (60) days in the aggregate over any three (3) month period; (e) Practitioner’s clinical privileges or medical staff membership at any hospital are denied, suspended, terminated, restricted, revoked or relinquished for any reason, whether voluntarily or involuntarily, temporarily or permanently, regardless of the performance availability of Group’s obligations pursuant to this Agreement, in Hospital’s’ good faith determination, jeopardizes the mental civil or physical health, safety administrative hearing rights or well being of any patient or damages the reputation of Hospitaljudicial review with respect thereto; (f) Group is the subject of one (1) or more medical malpractice judgments or settlements within any twelve (12) month period; (g) the: (i) sale, transfer or other disposition of all or substantially all of the assets or the issued and outstanding voting securities of Group; (ii) merger, consolidation or other reorganization of Group if, immediately following such transaction, either Group or its shareholders or other equity holders (as existing immediately preceding such transaction) do not own a majority of all classes of the issued and outstanding voting securities of the surviving, consolidated or reorganized entity; (iii) issuance of any class of voting securities by Group (or its successor) if, immediately following such transaction, Group’s shareholders or other equity holders existing immediately preceding such issuance do not own a majority of all classes of the issued and outstanding voting securities of Group; or (iv) dissolution and/or liquidation of Group or the cessation of the active conduct of Group’s business activities (or those of its successor), in any case, without the prior written consent of Hospital; (h) Group makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they mature, applies to any court for the appointment of a trustee or receiver over its assets, or upon commencement of any voluntary or involuntary proceedings under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or other similar law of any jurisdiction; (i) the insurance required to be maintained by Group under this Agreement is terminated, reduced below the minimum coverage requirements set forth in this Agreement, not renewed or cancelled (whether by action of the insurance company or Group) for any reason, and Group has not obtained replacement coverage as required by this Agreement prior to the effective date of such termination, reduction, non-renewal or cancellation; (j) Group Practitioner is charged with or convicted of a felony, a misdemeanor involving fraud, dishonesty, or moral turpitude, or any crime relevant to the provision of the Coverage Services, or Group’s or any Group Practitioner’s practice of medicine; (kg) Group except as provided in Section 2.4, Practitioner at any time during the term of the Agreement for any reason is not a member in good standing in the “active staff” category of the Medical Staff or any Group does not hold all clinical privileges at Hospital necessary for Practitioner’s performance of Coverage Services or Practitioner actsis the subject of one (1) or more investigations, proceedings or causes another person to act, in a manner which conflicts with peer review or violates other disciplinary actions by the CodeMedical Staff; (lh) Group Practitioner is the subject of one (1) or more medical malpractice judgments or settlements within any Group twelve (12) month period; (i) Practitioner is debarred, suspended, excluded excluded, or otherwise ineligible to participate in or receive payment from any third-party payor program, including, without limitation, any Federal Health Care Program or state equivalent, any other public or private health and/or hospital care programs, insurance programs, self-funded employer health programs, health care service plans or preferred provider organizations; (j) Practitioner acts, or causes another person to act, in a manner which conflicts with or violates the Code; (k) Practitioner makes an assignment for the benefit of creditors, admits in writing the inability to pay his or her debts as they mature, applies to any court for the appointment of a trustee or receiver over his or her assets, or upon commencement of any voluntary or involuntary proceedings under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution liquidation or other similar law of any jurisdiction; (l) The insurance required to be maintained by Practitioner under this Agreement is terminated, reduced below the minimum coverage requirements set forth in this Agreement, not renewed or cancelled (whether by action of the insurance company or Practitioner) for any reason, and Practitioner has not obtained replacement coverage as required by this Agreement prior to the effective date of such termination, reduction, non-renewal or cancellation; (m) upon a sale of all or substantially all assets comprising Hospital Hospital’s acute care hospital facility, any change of control in Hospital Hospital’s organization, or any change in control of their its day to day operations, whether through a membership change or by management contract. Hospital shall notify Group Practitioner in writing of such sale or change of control at least thirty (30) days prior to the closing date of any such sale or the effective date of any such change of control; or (n) Hospital’s compliance review board disapproves the Agreement, or does not approve the Agreement within thirty (30) days from the Execution Date.