Common use of Termination by Practice Clause in Contracts

Termination by Practice. Practice may terminate this ----------------------- Management Services Agreement upon any of the following occurrences which shall be deemed to be "for cause": (i) In the event that an arbitrator pursuant to Section 8.6 hereof makes a final determination that Business Manager has materially breached a fiduciary duty owed to Practice, Practice may terminate this Management Services Agreement upon ten (10) days' notice to Business Manager; (ii) With ten (10) days' written notice to Business Manager, in the event Business Manager (A) intentionally and in bad faith misappropriates Practice's funds, or (B) fails to properly account Practice's funds and fails to correct such accounting error within thirty (30) days of receipt of notice from Practice describing with particularity the error; or (iii) Business Manager materially defaults in the performance of any of its material duties or obligations hereunder and shall fail to cure such default within ninety (90) days after Business Manager receives written notice from Practice specifying the nature of such default in sufficient detail; provided, however that in the event such breach is of a nature that it cannot reasonably be cured within such ninety (90) day period, then such default shall arise only if Business Manager shall fail to commence to cure such default within such ninety (90) day period and thereafter to proceed diligently to cure such default; provided, further, that irrespective of Business Manager's diligent efforts to cure such default, then such default shall arise if Business Manager fails to cure such default within one hundred twenty (120) days after Business Manager received the original notice from Practice specifying the nature of such default. (iv) Upon an Event of Default (as defined in the Notes, which in turn is defined in the Contribution and Exchange Agreement) under the terms and conditions of the Notes issued by Business Manager to Practice pursuant to the Contribution and Exchange Agreement, and Business Manager shall fail to cure such Event of Default within ten (10) business days after receipt of written notice from Practice specifying the nature of such Event of Default; provided, however, that this subparagraph (iv) shall not apply to any Notes issued pursuant to Section 4 or 6 of the Notes. (v) In the event Practice delivers the Practice Redemption Notice (as defined in the Note) to Business Manager pursuant to the terms and conditions of the Note, and Business Manager does not pay the entire amount of principal then outstanding under the Notes, together with any accrued and unpaid interest thereon through such date, in full within thirty (30) business days of Business Manager's receipt of the Practice Redemption Notice; provided, however, that this subparagraph (v) shall not apply to any Notes issued pursuant to Section 4 or 6 of the Notes. (vi) The filing by Business Manager (or any of its affiliates) of a petition in voluntary bankruptcy, an assignment for the benefit of creditors, or other actions taken voluntarily under any state or federal statute for the protection of debtors prior to the earlier of (A) the issuance of the Automatic Exchange Shares (as defined in the Notes) under the Exchange Formula (as defined in the Notes) to Practice, pursuant to Section 2 of the Notes issued by Business Manager to Practice or (B) the payment of the entire amount of principal outstanding under the Notes or any note or notes issued in renewal, restatement, extension modification or replacement thereof (excluding, however, any Notes issued pursuant to Section 4 or 6 of the Notes), together with any accrued and unpaid interest thereon, through such date in full within thirty (30) business days of receipt of Practice Redemption Notice. (vii) The filing against Business Manager (or any of its affiliates) of an involuntary petition under any bankruptcy statute or the appointment of a custodian, receiver, trustee or assignee for the benefit of creditors and such condition shall continue undischarged or undismissed for sixty (60) days prior to the earlier of (A) the issuance of the Automatic Exchange Shares under the Exchange Formula to Practice, pursuant to Section 2 of the notes issued by Business Manager to Practice or (B) the payment of the entire amount of principal outstanding under the Notes or any note or notes issued in renewal, restatement, extension modification or replacement thereof (excluding, however, any Notes issued pursuant to Section 4 or 6 of the Notes), together with any accrued and unpaid interest thereon through such date in full within thirty (30) business days of receipt of Practice Redemption Notice.

Termination by Practice. Practice may terminate this ----------------------- Management Services Agreement upon any of the following occurrences which shall be deemed to be "for cause"as follows: (i) 11.3.1 In the event that or the filing of a petition in voluntary bankruptcy or an arbitrator pursuant to Section 8.6 hereof makes a final determination that Business Manager has materially breached a fiduciary duty owed to Practice, Practice may terminate this Management Services Agreement upon ten (10) days' notice to Business Manager; (ii) With ten (10) days' written notice to Business assignment for the benefit of creditors by Manager, or upon other action taken or suffered, voluntarily or involuntarily, under any federal or state law for the benefit of debtors by Manager, except for the filing of a petition in the event Business involuntary bankruptcy against Manager (A) intentionally and in bad faith misappropriates Practice's funds, or (B) fails to properly account Practice's funds and fails to correct such accounting error within thirty (30) days of receipt of notice from Practice describing with particularity the error; or (iii) Business Manager materially defaults in the performance of any of its material duties or obligations hereunder and shall fail to cure such default which is dismissed within ninety (90) days after Business thereafter, Practice may give notice of the immediate termination of this Agreement; or 11.3.2 In the event Manager receives written notice from Practice specifying the nature of such shall materially default in sufficient detail; provided, however that in the event such breach is performance of a nature that any material duty or obligation imposed upon it cannot reasonably be cured within such ninety (90) day period, then by this Agreement and such default shall arise only if Business continue for a period of forty-five (45) days after written notice thereof has been given to Manager by Practice or Manager shall fail to commence remit any material payments due as provided in Article VIII hereof and such failure to cure such default within such ninety remit shall continue for a period of fifteen (90) day period and thereafter to proceed diligently to cure such default; provided, further, that irrespective of Business Manager's diligent efforts to cure such default, then such default shall arise if Business Manager fails to cure such default within one hundred twenty (12015) days after Business Manager received written notice thereof, Practice may terminate this Agreement. Termination of this Agreement pursuant to this subsection (b) by Practice shall require the original notice from Practice specifying affirmative vote of Physician Shareholders holding at least seventy-five (75%) of the nature ownership of such defaultPractice. 11.3.3 During the twenty-four (iv24) Upon an Event month period commencing as of Default (as defined the date hereof, Practice shall have the right to terminate this Agreement in the Notesevent that due to its entering into this Agreement with Manager, Practice loses managed care contracts which in turn is defined in the Contribution aggregate represent thirty percent (30%) or more of the Practice's revenues for the trailing twelve (12) months and Exchange Agreementsuch contracts are not replaced within the following six (6) under months by contracts or fee for service work generating an equivalent amount of revenue, provided that Practice shall have no right to terminate this Agreement if such contracts are lost due to Physicians leaving the Practice, failing to comply with the terms and conditions of the Notes issued by Business Manager this Agreement or failing to Practice pursuant to the Contribution and Exchange Agreement, and Business Manager shall fail to cure such Event of Default within ten (10) business days after receipt of written notice from Practice specifying the nature of such Event of Default; provided, however, that this subparagraph (iv) shall not apply to any Notes issued pursuant to Section 4 or 6 of the Notes. (v) In the event Practice delivers the Practice Redemption Notice (as defined in the Note) to Business Manager pursuant to the terms and conditions of the Note, and Business Manager does not pay the entire amount of principal then outstanding under the Notes, together with any accrued and unpaid interest thereon through such date, in full within thirty (30) business days of Business Manager's receipt of the Practice Redemption Notice; provided, however, that this subparagraph (v) shall not apply to any Notes issued pursuant to Section 4 or 6 of the Notes. (vi) The filing by Business Manager (or any of its affiliates) of a petition in voluntary bankruptcy, an assignment use their best efforts for the benefit of creditors, or other actions taken voluntarily under any state or federal statute for the protection of debtors prior to the earlier of (A) the issuance of the Automatic Exchange Shares (as defined in the Notes) under the Exchange Formula (as defined in the Notes) to Practice, pursuant to Section 2 of the Notes issued by Business Manager to Practice or (B) the payment of the entire amount of principal outstanding under the Notes or any note or notes issued in renewal, restatement, extension modification or replacement thereof (excluding, however, any Notes issued pursuant to Section 4 or 6 of the Notes), together with any accrued and unpaid interest thereon, through such date in full within thirty (30) business days of receipt of Practice Redemption Notice. (vii) The filing against Business Manager (or any of its affiliates) of an involuntary petition under any bankruptcy statute or the appointment of a custodian, receiver, trustee or assignee for the benefit of creditors and such condition shall continue undischarged or undismissed for sixty (60) days prior to the earlier of (A) the issuance of the Automatic Exchange Shares under the Exchange Formula to Practice, pursuant to Section 2 of the notes issued by Business Manager to Practice or (B) the payment of the entire amount of principal outstanding under the Notes or any note or notes issued in renewal, restatement, extension modification or replacement thereof (excluding, however, any Notes issued pursuant to Section 4 or 6 of the Notes), together with any accrued and unpaid interest thereon through such date in full within thirty (30) business days of receipt of Practice Redemption Notice.

Termination by Practice. Practice may terminate this ----------------------- Management Services Agreement upon any of the following occurrences which shall be deemed to be "for cause": (i) In the event that an arbitrator pursuant to Section 8.6 hereof makes a final determination that Business Manager has materially breached a fiduciary duty owed to Practice, Practice may terminate this Management Services Agreement upon ten (10) days' notice to Business Manager; (ii) With ten (10) days' written notice to Business Manager, in the event Business Manager (A) intentionally and in bad faith misappropriates Practice's funds, or (B) fails to properly account Practice's funds and fails to correct such accounting error within thirty (30) days of receipt of notice from Practice describing with particularity the error; or (iii) Business Manager materially defaults in the performance of any of its material duties or obligations hereunder and shall fail to cure such default within ninety (90) days after Business Manager receives written notice from Practice specifying the nature of such default in sufficient detail; provided, however that in the event such breach is of a nature that it cannot reasonably be cured within such ninety (90) day period, then such default shall arise only if Business Manager shall fail to commence to cure such default within such ninety (90) day period and thereafter to proceed diligently to cure such default; provided, further, that irrespective of Business Manager's diligent efforts to cure such default, then such default shall arise if Business Manager fails to cure such default within one hundred twenty (120) days after Business Manager received the original notice from Practice specifying the nature of such default. (iv) Upon an Event of Default (as defined in the Notes, which in turn is defined in the Contribution and Exchange Agreement) under the terms and conditions of the Notes issued by Business Manager to Practice pursuant to the Contribution and Exchange Agreement, and Business Manager shall fail to cure such Event of Default within ten (10) business days after receipt of written notice from Practice specifying the nature of such Event of Default; provided, however, that this subparagraph (iv) shall not apply to any Notes issued pursuant to Section 4 or 6 of the Notes. (v) In the event Practice delivers the Practice Redemption Notice (as defined in the Note) to Business Manager pursuant to the terms and conditions of the Note, and Business Manager does not pay the entire amount of principal then outstanding under the Notes, together with any accrued and unpaid interest thereon through such date, in full within thirty (30) business days of Business Manager's receipt of the Practice Redemption Notice; provided, however, that this subparagraph (v) shall not apply to any Notes issued pursuant to Section 4 or 6 of the Notes. (vi) The filing by Business Manager (or any of its affiliates) of a petition in voluntary bankruptcy, an assignment for the benefit of creditors, or other actions taken voluntarily under any state or federal statute for the protection of debtors prior to the earlier of (A) the issuance of the Automatic Exchange Shares (as defined in the Notes) under the Exchange Formula (as defined in the Notes) to Practice, pursuant to Section 2 of the Notes issued by Business Manager to Practice or (B) the payment of the entire amount of principal outstanding under the Notes or any note or notes issued in renewal, restatement, extension modification or replacement thereof (excluding, however, any Notes issued pursuant to Section 4 or 6 of the Notes), together with any accrued and unpaid interest thereon, through such date in full within thirty (30) business days of receipt of Practice Redemption Notice. (vii) The filing against Business Manager (or any of its affiliates) of an involuntary petition under any bankruptcy statute or the appointment of a custodian, receiver, trustee or assignee for the benefit of creditors and such condition shall continue undischarged or undismissed for sixty (60) days prior to the earlier of (A) the issuance of the Automatic Exchange Shares under the Exchange Formula to Practice, pursuant to Section 2 of the notes issued by Business Manager to Practice or (B) the payment of the entire amount of principal outstanding under the Notes or any note or notes issued in renewal, restatement, extension modification or replacement thereof (excluding, however, any Notes issued pursuant to Section 4 or 6 of the Notes), together with any accrued and unpaid interest thereon through such date in full within thirty (30) business days of receipt of Practice Redemption Notice.