TERMINATION BY INTEGRAMED Sample Clauses

TERMINATION BY INTEGRAMED. If IntegraMed terminates this Agreement due to the insolvency of REACh (Section 9.1.1), for a material breach by REACh (Section 9.1.2), or REACh fails to suspend a physician whose license is suspended, revoked or not renewed (Section 9.2), or this Agreement terminates pursuant to Section 9.1.3, REACh agrees, within 90 days of the date of termination of this Agreement, at IntegraMed's option, to purchase from IntegraMed the assets utilized directly by REACh in the operation of REACh business (the "Assets") as set forth in Sections 10.1.1 and 10.
Sample 1
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TERMINATION BY INTEGRAMED. If IntegraMed terminates this Agreement due to the insolvency of SEFC (Section 8.1.1), or for a Finding of material breach by SEFC (Section 8.1.2), or SEFC fails to suspend a physician whose license is suspended, revoked or not renewed (Section 8.2), the following shall apply: 9.1.1 On the closing date (the "Closing Date") for purposes of consummating the termination, SEFC shall: (a) Pay to IntegraMed in immediately available funds, an amount equal to the net book value (in accordance with GAAP) of all IntegraMed Assets at all Facilities made available to SEFC by IntegraMed; (b) Pay to IntegraMed in immediately available funds, an amount equal to the uncollected accounts receivable purchased from SEFC immediately prior to the Closing Date which have not been charged to SEFC as a Bad Debt under Cost of Services; (c) Pay to IntegraMed, in immediately available funds, an amount equal to the to the Exclusive Right to Service Fee specified in Section 7.2, as increased due to SEFC merging with or acquiring another fertility practice in the Territory. (d) Provide to IntegraMed a Consent to Assignment from each landlord of real estate leased by IntegraMed for the benefit of SEFC to the extent each landlord is willing to provide such consent. The parties shall endeavor to obtain a consent that includes a release of IntegraMed from any further obligations or liability under the leases as of the Closing Date, except for liabilities accruing prior to the Closing Date, and shall satisfy any requirements provided for in the assignment provisions of the applicable leases; (e) Hire all IntegraMed employees working at the Facilities or make provision for their termination, without liability to IntegraMed after the Closing Date. (f) Pay to IntegraMed in immediately available funds any outstanding liabilities under this Agreement, including any and all loans or Advances (g) Execute such documents and perform such acts as may be reasonably necessary to accomplish the transactions required to effect the termination. For purposes of Sections 9.1, 9.2 9.3 and 9.4 the Closing Date shall mean 90 days following termination of this Agreement.
Sample 1
TERMINATION BY INTEGRAMED. If IntegraMed terminates this Agreement due to the insolvency of PC (Section 9.1.1), for a material breach by PC (Section 9.1.2), or PC fails to suspend a physician whose license is suspended, revoked or not renewed (Section 9.2), or this Agreement terminates pursuant to Section 9.1.3, PC agrees, within 90 days of the date of termination of this Agreement, at IntegraMed's option, to purchase from IntegraMed the IntegraMed's assets utilized directly by PC in the operation of PC business (the "Assets") as set forth in Sections 10.1.1 and 10.1.3 below. 10.1.1 The purchase price of the Assets will be the net book value determined in accordance with GAAP, consistently applied, as at the date of the termination. 10.1.2 In addition to purchasing the Assets, PC shall pay IntegraMed any and all outstanding unpaid Advances. 10.1.3 If a purchase is completed under Section 10.1, closing shall occur within 90 days of the date the option is exercised. PC shall assume all leases for offices and equipment used directly for the management and operation of PC's business and may hire such employees from IntegraMed as it determines are necessary to operate the medical practice and business. In such event, PC shall be obligated to indemnify IntegraMed for any and all severance or termination obligations to IntegraMed employees utilized directly in providing the Services.
Sample 1
TERMINATION BY INTEGRAMED. If IntegraMed terminates this Agreement due to the insolvency of PC (Section 9.1.1), for a material breach by PC (Section 9.1.2), or PC fails to suspend a physician whose license is suspended, revoked or not renewed (Section 9.2), or this Agreement terminates pursuant to Section 9.1.3, PC agrees, within 90 days of the date of termination of this Agreement, at IntegraMed's option, to purchase from IntegraMed the assets utilized directly by PC in the operation of PC business (the "Assets") as set forth in Sections 10.1.1 and 10.
Sample 1
TERMINATION BY INTEGRAMED. If IntegraMed terminates this Agreement due to the insolvency of NCIRE (Section 9.1.1), for a material breach by NCIRE (Section 9.1.2), or NCIRE fails to suspend a physician whose license is suspended, revoked or not renewed (Section 9.2), or this Agreement terminates pursuant to Section 9.1.3, NCIRE agrees, within 90 days of the date of termination of this Agreement, at IntegraMed's option, to purchase from IntegraMed the assets utilized directly by NCIRE in the operation of NCIRE business (the "Assets") as set forth in Sections 10.1.1 and 10.
Sample 1
TERMINATION BY INTEGRAMED. During the Option Term, if IntegraMed terminates this Agreement due to the insolvency of ARMS (Section 8.1.1), for a material breach by ARMS (Section 8.1.2), or ARMS fails to suspend a physician whose license is suspended, revoked or not renewed (Section 8.2), the following shall apply: 9.1.1 On the closing date (the "Closing Date") for purposes of consummating the termination, ARMS shall: (a) Pay to IntegraMed in immediately available funds, an amount equal to the net book value (in accordance with GAAP) of all IntegraMed Assets at all Facilities made available to ARMS by IntegraMed; (b) Pay to IntegraMed, in immediately available funds, an amount equal to five (5) times the Base and Additional Service Fees for the trailing 12-month period prior to the month in which notice of termination is given by IntegraMed; provided, however, such amount shall not exceed $1.1 million.
Sample 1
TERMINATION BY INTEGRAMED. If IntegraMed terminates this Agreement due to the insolvency of CRM (Section 8.1.1), or for a Finding of material breach by CRM (Section 8.1.2), or CRM fails to suspend a physician whose license is suspended, revoked or not renewed (Section 8.2), the following shall apply: 9.1.1 On the closing date (the "Closing Date") for purposes of consummating the termination, CRM shall: (a) Pay to IntegraMed in immediately available funds, an amount equal to the net book value (in accordance with GAAP) of all IntegraMed Assets at all Facilities made available to CRM by IntegraMed; (b) Pay to IntegraMed in immediately available funds, an amount equal to the uncollected accounts receivable purchased from CRM immediately prior to the Closing Date which have not been charged to CRM as a Bad Debt under Cost of Services; (c) Pay to IntegraMed, in immediately available funds, an amount equal to the to the Exclusive Right to Service Fee specified in Section 7.2. (d) Provide to IntegraMed a Consent to Assignment from each landlord of real estate leased by IntegraMed for the benefit of CRM to the extent each landlord is willing to provide such consent. The parties shall endeavor to obtain a consent that includes a release of IntegraMed from any further obligations or liability under the leases as of the Closing Date, except for liabilities accruing prior to the Closing Date, and shall satisfy any requirements provided for in the assignment provisions of the applicable leases; (e) Hire all IntegraMed employees working at the Facilities or make provision for their termination, without liability to IntegraMed after the Closing Date. (f) Pay to IntegraMed in immediately available funds any outstanding liabilities under this Agreement, including any and all loans or Advances (g) Execute such documents and perform such acts as may be reasonably necessary to accomplish the transactions required to effect the termination. For purposes of Sections 9.1, 9.2 9.3 and 9.4 the Closing Date shall mean 90 days following termination of this Agreement.
Sample 1
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Related to TERMINATION BY INTEGRAMED

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by Client Without prejudice to any rights or remedies of the Client, the Client may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if: (a) Deswik breaches its obligations under this Agreement and: (i) the breach is not capable of remedy; (ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by Deswik requiring the breach to be remedied; or (b) an Insolvency Event occurs in respect to Deswik.

  • Termination by Us We may terminate this Contract with 30 days’ written notice as follows: 1. For Non-payment of Premiums. Premiums are to be paid by the Subscriber to Us on each Premium due date. While each Premium is due by the due date, there is a grace period for each Premium payment. If the Premium payment is not received by the end of the grace period, coverage will terminate as follows: • If the Subscriber fails to pay the required Premium within a 30-day grace period, this Contract will terminate retroactively back to the last day Premiums were paid. The Subscriber will be responsible for paying any claims submitted during the grace period if this Contract terminates. 2. Fraud or Intentional Misrepresentation of Material Fact. If the Subscriber has performed an act that constitutes fraud or made an intentional misrepresentation of material fact in writing on his or her enrollment application, or in order to obtain coverage for a service, this Contract will terminate immediately upon a written notice to the Subscriber from Us. If termination is a result of the Subscriber’s action, coverage will terminate for the Subscriber and any Dependents. If termination is a result of the Dependent’s action, coverage will terminate for the Dependent. 3. If the Subscriber no longer lives, or resides in Our Service Area.

  • Termination by City City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Consultant. Upon receipt of any notice of termination from City, Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Consultant shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement consultant and similar expenses, exceeds the Budget.

  • Termination by Owner The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1) Perform the services within the time specified in this contract or by Owner approved extension; 2) Make adequate progress so as to endanger satisfactory performance of the Project; 3) Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner.

  • Termination by CAISO Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by University (a) If LICENSEE fails to perform or violates any term of this Agreement, then UNIVERSITY may give written notice of default (“Notice of Default”) to LICENSEE. If LICENSEE fails to cure the default within sixty (60) days of the Notice of Default, UNIVERSITY may terminate this Agreement and the license granted herein by a second written notice (“Notice of Termination”) to LICENSEE. If a Notice of Termination is sent to LICENSEE, this Agreement shall automatically terminate on the effective date of that notice. Termination shall not relieve LICENSEE of its obligation to pay any fees owed at the time of termination and shall not impair any accrued right of UNIVERSITY. During the term of any such Notice of Default or period to cure, to the extent the default at issue is a failure to pay past or ongoing Patent Costs as provided for under this Agreement, UNIVERSITY shall have no obligation to incur any new Patent Costs under this Agreement and shall have no obligation to further prosecute Patent Rights or file any new patents under Patent Rights. (b) This Agreement will terminate immediately, without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1(a), if LICENSEE files a claim including in any way the assertion that any portion of UNIVERSITY’s Patent Rights is invalid or unenforceable where the filing is by the LICENSEE, a third party on behalf of the LICENSEE, or a third party at the written urging of the LICENSEE. (c) This Agreement shall automatically terminate without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1 (a) upon the filing of a petition for relief under the United States Bankruptcy Code by or against the LICENSEE as a debtor or alleged debtor.

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

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