Termination by Management Company. The Management Company may terminate this Agreement effective immediately by giving written notice of termination to the Medical Group (a) in the event of a Bankruptcy Event relating to the Medical Group, (b) in the event the Medical Group shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and the Medical Group shall not have taken reasonable action commencing curing of such default within thirty (30) days after written notice thereof has been given to the Medical Group by the Management Company or the Medical Group does not thereafter diligently prosecute such action to completion, (c) in the event that any of the representations and warranties made by the Medical Group in Section 6 is untrue or misleading in any material respect, provided that the Management Company shall have previously given written notice to the Medical Group describing in reasonable detail the nature of the item in question and the Medical Group shall not have cured such matter within thirty (30) days of such notice, or (d) in the event the Medical Group is excluded from the Medicaid or Medicare program for any reason.
Termination by Management Company. The Management Company may terminate this Agreement effective immediately by giving written notice of termination to the Medical Group (a) in the event of a Bankruptcy Event relating to the Medical Group, (b) in the event the Medical Group shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and the Medical Group shall not have taken reasonable action commencing curing of such default within thirty (30) days after written notice thereof has been given to the Medical Group by the Management Company or the Medical Group does not thereafter diligently prosecute such action to completion; provided, however, that the Medical Group shall have only 10 days after written notice to cure a default arising as a result of its failure to pay any monetary obligation owed to the Management Company hereunder, (c) in the event that any of the representations and warranties made by the Medical Group in Section 6 is untrue or misleading in any material respect, provided that the Management Company shall have previously given written notice to the Medical Group describing in reasonable detail the nature of the item in question and the Medical Group shall not have cured such matter within thirty (30) days of such notice, or (d) in the event the Medical Group is excluded from the Medicaid or Medicare program for any reason and the Medical Group has not successfully appealed such exclusion within 120 days after the effectiveness thereof.
Termination by Management Company. If Management Company terminates this Agreement due to the insolvency of ICRM (Section 8.1.1), or for a Finding of material breach by ICRM (Section 8.1.2), or ICRM 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, ICRM shall:
(a) Pay to Management Company in immediately available funds, an amount equal to the net book value (in accordance with GAAP) of all Management Company Assets at all Facilities made available to ICRM by Management Company;
(b) Pay to Management Company in immediately available funds, an amount equal to the uncollected accounts receivable purchased from ICRM immediately prior to the Closing Date which have not been charged to ICRM as a Bad Debt under Cost of Services;
(c) Pay to Management Company, in immediately available funds, an amount equal to $1.98 million, plus 50% of ICRM’s PDE in excess of $1.98 million for the 12-month period ending the month prior to termination of this Agreement.
(d) Provide to Management Company a Consent to Assignment from each landlord of real estate leased by Management Company for the benefit of ICRM to the extent each landlord is willing to provide such consent. The parties shall endeavor to obtain a consent that includes a release of Management Company 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 Management Company employees working at the Facilities or make provision for their termination, without liability to Management Company after the Closing Date.
(f) Pay to Management Company 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.
Termination by Management Company. The Management Company may terminate this Agreement effective immediately by giving written notice of termination to the Medical Group (a) in the event of a Bankruptcy Event relating to the Medical Group, (b) in the event the Medical Group shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and (i) the Medical Group shall not have cured such default within thirty (30) days after written notice specifying the default has been given to the Medical Group by the Management Company, (ii) if such default cannot be cured within such thirty (30) day period, the Medical Group shall not have taken reasonable action commencing curing of such default within such thirty (30) day period or (iii) the Medical Group does not thereafter diligently prosecute such action to completion; provided, however, that the Medical Group shall have only 10 days after written notice to cure a default arising as a result of its failure to pay any monetary obligation owed to the Management Company hereunder, (c) in the event that any of the representations and warranties made by the Medical Group in Section 6 is untrue or misleading in any material respect, provided that the Management Company shall have previously given written notice to the Medical Group describing in reasonable detail the nature of the item in question and the Medical Group shall not have cured such matter within thirty (30) days of such notice, or (d) in the event the Medical Group is excluded from the Medicaid or Medicare program for any reason and the Medical Group has not successfully appealed such exclusion within 120 days after the effectiveness thereof.
Termination by Management Company. 67 13.3 Termination by Medical Group or Management Company..............67 13.4
Termination by Management Company. If Management Company terminates this Agreement due to the insolvency of UFC (Section 8.1.1), or for a Finding of material breach by UFC (Section 8.1.2), or UFC 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, UFC shall:
(a) Pay to Management Company in immediately available funds, an amount equal to the net book value (in accordance with GAAP) of all Management Company Assets at all Facilities made available to UFC by Management Company;
(b) Pay to Management Company in immediately available funds, an amount equal to the uncollected accounts receivable purchased from UFC immediately prior to the Closing Date which have not been charged to UFC as a Bad Debt under Cost of Services;
(c) Pay to Management Company, in immediately available funds, an amount equal to $250,000.00.
(d) Provide to Management Company a Consent to Assignment from each landlord of real estate leased by Management Company for the benefit of UFC to the extent each landlord is willing to provide such consent. The parties shall endeavor to obtain a consent that includes a release of Management Company 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 Management Company employees working at the Facilities or make provision for their termination, without liability to Management Company after the Closing Date.
(f) Pay to Management Company 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.
Termination by Management Company. If Management Company terminates this Agreement due to the insolvency of PA or Midwest (Section 9.1.1), for a material breach by PA or Midwest (Section 9.1.2), or PA fails to suspend a Physician-Employee whose license is suspended, revoked or not renewed (Section 9.2.1), PA and/or Midwest agree, within 90 days of the date of termination of this Agreement, at Management Company's option, to purchase from Management Company the Assets as more fully set forth in Sections 10.1.1 and 10.1.3 below if there is no Co-Occupant.
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, PA shall satisfy any remaining obligations under the Note.
10.1.3 If a purchase is completed under Section 10.1, PA shall assume all leases for offices and equipment used directly for the management and operation of Providers' businesses and may hire such employees from Management Company as Providers chose. In such event, PA shall be obligated to indemnify Management Company for any and all severance or termination obligations to Management Company employees utilized directly in providing Management Services whom are not subsequently hired by PA or Midwest.
Termination by Management Company. Management Company may terminate this Agreement as follows:
(a) In the event of a filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by Professional Corporation, or upon other action taken or suffered, voluntarily or involuntarily, under any federal or state law for the benefit of debtors by Professional Corporation, except for the filing of a petition in involuntary bankruptcy against Professional Corporation which is dismissed within sixty (60) days thereafter, Management Company may give notice of the immediate termination of this Agreement.
(b) In the event Professional Corporation shall materially default in the performance of any duty or obligation imposed upon it by this Agreement, and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Professional Corporation by Management Company (or if not reasonably curable within such sixty (60) day period and if Professional Corporation is proceeding diligently and in good faith and such default is curable, up to 90 days), Management Company may terminate this Agreement.
(c) Management Company may cancel this Agreement without cause upon sixty (60) days written notice to Professional Corporation and Shareholder.
Termination by Management Company. The Management Company may terminate this Agreement effective immediately by giving written notice of termination to the Medical Group (a) in the event of a Bankruptcy Event relating to the Medical Group, (b) in the event the Medical Group shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and the Medical Group shall not have taken reasonable action commencing curing of such default within thirty (30) days after written notice thereof has been given to the Medical Group by the Management Company or the Medical Group does not thereafter diligently prosecute such action to completion, (c) in the event that any of the representations and warranties made by the Medical Group in Section 6 is untrue or misleading in any material respect, provided that the Management Company shall have previously given written notice to the Medical Group describing in reasonable detail the nature of the item in question and the Medical Group shall not have cured such matter within thirty (30) days of such notice, or (d) in the event the Medical Group is excluded from the Medicaid or Medicare program by action taken by the agency (or its representative) that operates such program (including any voluntary termination from such program under threat of action by any such agency or representative) based on a breach or violation (or alleged breach or violation) of the rules, regulations, or other requirements governing such program.
Termination by Management Company. If Management Company terminates this Agreement due to the insolvency of ICRM (Section 8.1.1), or for a Finding of material breach by ICRM (Section 8.1.2), or ICRM fails to suspend a physician whose license is suspended, revoked or not renewed (Section 8.2), the following shall apply: 9.
