Common use of Termination by Medical Group Clause in Contracts

Termination by Medical Group. The Medical Group may terminate this Agreement effective immediately by giving written notice of termination to the Management Company (a) in the event of the filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by the Management Company or upon other action taken or suffered, voluntarily or involuntarily, under any Federal or state law for the benefit of debtors by the Management Company, except for the filing of a petition in involuntary bankruptcy against the Management Company which is dismissed within ninety (90) days thereafter (a "Bankruptcy Event"), (b) in the event the Management Company shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and (i) the Management Company shall not have cured such default within thirty (30) days after written notice specifying the default has been given to the Management Company by the Medical Group, (ii) if such default cannot be cured within such thirty (30) day period, the Management Company shall not have taken reasonable action commencing curing of such default within such thirty (30) day period or (iii) the Management Company does not thereafter diligently prosecute such action to completion; provided, however, that the Management Company shall have only 10 days after written notice to cure a default arising as a result of its failure to pay the Monthly Draw pursuant to Section 5.3(a) or any other monetary obligation owed to the Medical Group hereunder, (c) in the event that any of the representations and warranties made by the Management Company in Section 7 is untrue or misleading in any material respect, provided that the Medical Group shall have previously given written notice to the Management Company describing in reasonable detail the nature of the item in question and the Management Company shall not have cured such matter within thirty (30) days of such notice, (d) the Management Company shall have been sanctioned in writing by the Health Care Finance Administration or the Medicaid Program Office of the Department of Health of the State of Florida for any violation of the Social Security Act, the Health Care Quality Improvement Act or any similar Federal or state law in a final, nonappealable proceeding and such sanction prevents the Management Company from fulfilling its obligations hereunder in accordance with all applicable law; or (e) in the event that the Management Company fails to pay all amounts due under that certain promissory note dated as of the Signature Date (the "Promissory Note") and issued by the Management Company in favor of the Medical Group in connection with the Asset Purchase Agreement, by March 31, 1998.

Termination by Medical Group. The Medical Group may terminate this Agreement effective immediately by giving written notice of termination to the Management Company (a) in the event of the filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by the Management Company or upon other action taken or suffered, voluntarily or involuntarily, under any Federal or state law for the benefit of debtors by the Management Company, except for the filing of a petition in involuntary bankruptcy against the Management Company which is dismissed within ninety (90) days thereafter (a "Bankruptcy Event"), (b) in the event the Management Company shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and (i) the Management Company shall not have cured such default within thirty (30) days after written notice specifying the default has been given to the Management Company by the Medical Group, (ii) if such default cannot be cured within such thirty (30) day period, the Management Company shall not have taken reasonable action commencing curing of such default within such thirty (30) day period days after written notice thereof has been given to the Management Company by the Medical Group or (iii) the Management Company does not thereafter diligently prosecute such action to completion; provided, however, that the Management Company shall have only 10 days after written notice to cure a default arising as a result of its failure to pay the Monthly Draw pursuant to Section 5.3(a) or any other monetary obligation owed to the Medical Group hereunder, (c) in the event that any of the representations and warranties made by the Management Company in Section 7 is untrue or misleading in any material respect, provided that the Medical Group shall have previously given written notice to the Management Company describing in reasonable detail the nature of the item in question and the Management Company shall not have cured such matter within thirty (30) days of such notice, or (d) the Management Company shall have been sanctioned in writing by the Health Care Finance Administration or the Medicaid Program Office of the Department of Health of the State of Florida for any violation of the Social Security Act, the Health Care Quality Improvement Act or any similar Federal or state law in a final, nonappealable proceeding and such sanction prevents the Management Company from fulfilling its obligations hereunder in accordance with all applicable law; or (e) in the event that the Management Company fails to pay all amounts due under that certain promissory note dated as of the Signature Date (the "Promissory Note") and issued by the Management Company in favor of the Medical Group in connection with the Asset Purchase Agreement, by March 31, 1998.

Termination by Medical Group. The Medical Group may terminate this Agreement effective immediately by giving written notice of termination to the Management Company (a) in the event of the filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by the Management Company or upon other action taken or suffered, voluntarily or involuntarily, under any Federal federal or state law for the benefit of debtors by the Management Company, except for the filing of a petition in involuntary bankruptcy against the Management Company which is dismissed within ninety (90) days thereafter (a "Bankruptcy Event"), (b) in the event the Management Company shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and (i) the Management Company shall not have cured such default within thirty (30) days after written notice specifying the default has been given to the Management Company by the Medical Group, (ii) if such default cannot be cured within such thirty (30) day period, the Management Company shall not have taken reasonable action commencing curing of such default within such thirty (30) day period days after written notice thereof has been given to the Management Company by the Medical Group or (iii) the Management Company does not thereafter diligently prosecute such action to completion; provided, however, that the Management Company shall have only 10 days after written notice to cure a default arising as a result of its failure to pay the Monthly Draw pursuant to Section 5.3(a) or any other monetary obligation owed to the Medical Group hereunder, (c) in the event that any of the representations and warranties made by the Management Company in Section 7 is untrue or misleading in any material respect, provided that the Medical Group shall have previously given written notice to the Management Company describing in reasonable detail the nature of the item in question and the Management Company shall not have cured such matter within thirty (30) days of such notice, (d) in the event that the sale of shares of the Management Company shall have been sanctioned in writing pursuant to its IPO is not consummated within forty-eight (48) months after the Commencement Date, (e) at any time during the month of January 1998, if by the Health Care Finance Administration or the Medicaid Program Office of the Department of Health of the State of Florida for any violation of the Social Security ActDecember 31, 1997, the Health Care Quality Improvement Act commencement date of Phase II (as described in Schedule V) has not occurred, or at any similar Federal or state law in time after January 31, 1998, so long as the commencement date of Phase II has not yet occurred; (f) if Xxxxxx Xxxxxx, M.D. ceases to be and act on a final, nonappealable proceeding full-time basis as the President and such sanction prevents CEO of the Management Company prior to the commencement date of Phase II, provided that the Medical Group gives notice of termination within ninety (90) days after the Medical Group's receipt of written notice from fulfilling its obligations hereunder the Management Company that Xx. Xxxxxx has ceased to be or act on a full-time basis as the President and CEO of the Management Company; (g) in accordance with all applicable lawthe event of the Management Company's breach of Section 16.8 hereof pertaining to the initial public offering of the Management Company's common stock; (h) in the event of the failure of the Management Company and the Center for Orthopedic Surgery, Inc. ("COSI") (an affiliate of the Medical Group) to enter into, on or before December 31, 1996, the definitive agreements described in that certain Letter of Intent Regarding Surgical Clinic Transaction entered into as of the date hereof by the Management Company and COSI, pursuant to which (A) the Management Company is to assume management responsibilities for the ambulatory surgery center to be constructed on the fourth floor of the building in which the Medical Group's Van Nuys Office is located, and (B) the Management Company is to issue common stock of the Management Company to the shareholders of COSI; (i) in the event of the failure of the Management Company to issue, on or before December 31, 1996, one hundred eighty-three thousand three hundred thirty-three (183,333) shares of convertible preferred stock of the Management Company at a purchase price of $3.00 per share to the members of the Medical Group and/or other persons designated by the Medical Group, and approved by the Management Company, except to the extent that the Management Company's failure to issue such shares is the result of any delay or inaction by any of such members of the Medical Group or such other persons; or (ej) in the event that the Management Company fails to pay all amounts due under that certain promissory note dated take such steps as may be necessary to implement the provisions of Section 16.9 (relating to the Signature Date (the "Promissory Note") and issued by the Management Company in favor appointment of a member of the Medical Group in connection with to the Asset Purchase Board of Directors of the Management Company) of this Agreement, by March 31, 1998.

Termination by Medical Group. The Medical Group may terminate this Agreement effective immediately by giving written notice of termination to the Management Company (a) in the event of the filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by the Management Company or upon other action taken or suffered, voluntarily or involuntarily, under any Federal or state law for the benefit of debtors by the Management Company, except for the filing of a petition in involuntary bankruptcy against the Management Company which is dismissed within ninety (90) days thereafter (a "Bankruptcy Event"), (b) in the event the Management Company shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and (i) the Management Company shall not have cured such default within thirty (30) days after written notice specifying the default has been given to the Management Company by the Medical Group, (ii) if such default cannot be cured within such thirty (30) day period, the Management Company shall not have taken reasonable action commencing curing of such default within such thirty (30) day period or (iii) the Management Company does not thereafter diligently prosecute such action to completion; provided, however, that the Management Company shall have only 10 days after written notice to cure a default arising as a result of its failure to pay the Monthly Draw pursuant to Section 5.3(a) or any other monetary obligation owed to the Medical Group hereunder, (c) in the event that any of the representations and warranties made by the Management Company in Section 7 is untrue or misleading in any material respect, provided that the Medical Group shall have previously given written notice to the Management Company describing in reasonable detail the nature of the item in question and the Management Company shall not have cured such matter within thirty (30) days of such notice, (d) the Management Company shall have been sanctioned in writing by the Health Care Finance Administration or the Medicaid Program Office of the Department of Health of the State of Florida for any violation of the Social Security Act, the Health Care Quality Improvement Act or any similar Federal or state law in a final, nonappealable proceeding and such sanction prevents the Management Company from fulfilling its obligations hereunder in accordance with all applicable law; or (e) in the event that the Management Company fails to pay all amounts due under that either of those certain promissory note notes dated as of the Signature Date (the each, a "Medical Group Promissory Note") ), and issued by the Management Company in favor of LOMG and the Medical Group Partnership, respectively, in connection with the their respective Asset Purchase AgreementAgreements, by March 31, 1998.

Termination by Medical Group. The Medical Group may terminate this Agreement effective immediately by giving written notice of termination to the Management Company (a) in the event of the filing of a petition in voluntary bankruptcy or an assignment for the benefit of creditors by the Management Company or upon other action taken or suffered, voluntarily or involuntarily, under any Federal or state law for the benefit of debtors by the Management Company, except for the filing of a petition in involuntary bankruptcy against the Management Company which is dismissed within ninety (90) days thereafter (a "Bankruptcy Event"), (b) in the event the Management Company shall default in any material respect in the performance of any duty or obligation imposed upon it by this Agreement and (i) the Management Company shall not have cured such default within thirty (30) days after written notice specifying the default has been given to the Management Company by the Medical Group, (ii) if such default cannot be cured within such thirty (30) day period, the Management Company shall not have taken reasonable action commencing curing of such default within such thirty (30) day period days after written notice thereof has been given to the Management Company by the Medical Group or (iii) the Management Company does not thereafter diligently prosecute such action to completion; provided, however, that the Management Company shall have only 10 days after written notice to cure a default arising as a result of its failure to pay the Monthly Draw pursuant to Section 5.3(a) or any other monetary obligation owed to the Medical Group hereunder, (c) in the event that any of the representations and warranties made by the Management Company in Section 7 is untrue or misleading in any material respect, provided that the Medical Group shall have previously given written notice to the Management Company describing in reasonable detail the nature of the item in question and the Management Company shall not have cured such matter within thirty (30) days of such notice, (d) the Management Company shall have been sanctioned in writing by the Health Care Finance Administration or the Medicaid Program Office of the Department of Health of the State of Florida for any violation of the Social Security Act, the Health Care Quality Improvement Act or any similar Federal or state law in a final, nonappealable proceeding and such sanction prevents the Management Company from fulfilling its obligations hereunder in accordance with all applicable law; , or (e) in the event that Xxxxxx Xxxxxx, M.D., ceases to be and act on a full-time basis as the Chief Executive Officer of the Management Company fails at all times prior to pay all amounts due under that certain promissory note dated as the initial public offering of the Signature Date (common stock of the "Promissory Note") and issued by Management Company, provided that the Medical Group shall give the Management Company in favor at least ninety (90) days prior written notice of the Medical Group in connection with the Asset Purchase Agreement, by March 31, 1998its intention to terminate this Agreement pursuant to this Section 13.1(e).