Common use of Termination by the Group Clause in Contracts

Termination by the Group. The Group may, in its sole discretion, terminate this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events: (a) Administrator or Parent shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator or Parent shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator by the Group with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement. (c) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation.

Termination by the Group. The Group may, in its sole discretion, terminate this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events: (a) Administrator or Parent shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator or Parent shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator by the Group with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not 39 45 the obligation, to cure any Material Administrator Adminstrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement. (c) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation.

Termination by the Group. The Group may, in its sole discretion, terminate this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events: (a) Administrator or Parent shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator or Parent shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator by the Group with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Adminstrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement. (c) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation.

Termination by the Group. The Group mayThis Agreement may be terminated by Holders that, in its sole discretionthe aggregate, terminate beneficially own at least (i) 66 2/3% of the principal amount outstanding under the Senior Surplus Notes and (ii) 66 2/3% of the principal amount of the Holder Deferred Amounts, held by the Group as a whole, subject to the terms of this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) Agreement, upon the occurrence of any of the following events: events (each a “Group Termination Event”), by delivering written notice of the occurrence of such event in accordance with Section 15 below to the other Parties: (a) Administrator or Parent shall admit (i) within 75 days of the Signing Date, the Rehabilitator has not filed a motion in writing its inability to generally pay its debts when duethe Rehabilitation Court seeking entry of the Approval Order, apply for or consent to (ii) the appointment Confirmation Hearing (as defined in the Rehabilitation Exit Term Sheet) has not commenced within 180 days of a receiverthe Signing Date, trustee or liquidator (iii) the Rehabilitation Exit Transactions have not been consummated within 270 days of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditorsSigning Date, or upon other action taken (iv) the Parties have not satisfied the requirements of Section 3(b) above; provided that if the Rehabilitation Exit Transactions have not been consummated within 365 days of signing the Agreement, each Holder shall have the right to terminate the Agreement with respect to itself; or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator the Rehabilitation Exit Transactions or Parent shall default the final Definitive Documents do not conform in all material respects to the performance of any material duty Term Sheets with respect to the Rehabilitation Plan Amendment, Exchange Offers or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator the New Secured Notes, except as approved by the Group in accordance with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement.12 hereof; or 9 (c) An independent law firm with nationally recognized expertise in health care law and acceptable the Rehabilitator seeks an order or other relief from the Rehabilitation Court or other court of competent jurisdiction (including approval of an amendment to the parties hereto renders Existing Plan) inconsistent in any material respect with the Term Sheets, or the Rehabilitation Court or other court of competent jurisdiction issues an opinion order or grants relief (including approval of an amendment to the parties hereto that Existing Plan) inconsistent in any material respect with the Term Sheets; or (id) a material provision breach of any of the undertakings, representations, warranties, or covenants set forth in this Agreement by the Ambac Parties that is not, by its terms, curable or that is, by its terms, curable and is not cured by the 25th day after notice of such breach. Notwithstanding anything herein to the contrary, a Holder may not seek to terminate this Agreement based upon a Group Termination Event arising out of its own actions or omissions in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Agreement. Section 11.6 hereof to cure such violation8.

Termination by the Group. The Group may, in its sole discretion, terminate this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events: (a) Administrator or Parent shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator or Parent shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "“Material Administrator Default"”) and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator by the Group with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's ’s other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement. (c) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation.

Termination by the Group. The Group may, in its sole discretion, terminate this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events: (a) Administrator or Parent shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator or Parent shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator by the Group with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement. (c) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation.

Termination by the Group. The Group may, in its sole discretion, terminate this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events: (a) Administrator or Parent shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator or Parent shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator by the Group with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Adminstrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement. (c) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and 45 51 (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation.

Termination by the Group. The Group may, in its sole discretion, terminate this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) upon the occurrence of any the following events: (a) Administrator or Parent shall admit in writing its inability to generally pay its debts when due, apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditors, or upon other action taken or suffered by Administrator or Parent, voluntarily or involuntarily, under any federal or state law for the benefit of creditors, except for the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter. (b) Administrator or Parent shall default in the performance of any material duty or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator by the Group with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate 39 45 this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement. (c) An independent law firm with nationally recognized expertise in health care law and acceptable to the parties hereto renders an opinion to the parties hereto that (i) a material provision of this Agreement is in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violation.

Termination by the Group. The Group mayThis Agreement may be terminated by Holders that, in its sole discretionthe aggregate, terminate beneficially own at least (i) 66 2/3% of the principal amount outstanding under the Senior Surplus Notes and (ii) 66 2/3% of the principal amount of the Holder Deferred Amounts, held by the Group as a whole, subject to the terms of this Agreement by giving written notice thereof to Administrator (after the giving of any required notices and the expiration of any applicable waiting periods set forth below) Agreement, upon the occurrence of any of the following eventsevents (each a “Group Termination Event”), by delivering written notice of the occurrence of such event in accordance with Section 15 below to the other Parties: (a) Administrator or Parent shall admit (i) within 75 days of the Signing Date, the Rehabilitator has not filed a motion in writing its inability to generally pay its debts when duethe Rehabilitation Court seeking entry of the Approval Order, apply for or consent to (ii) the appointment Confirmation Hearing (as defined in the Rehabilitation Exit Term Sheet) has not commenced within 180 days of a receiverthe Signing Date, trustee or liquidator (iii) the Rehabilitation Exit Transactions have not been consummated within 270 days of all or substantially all of its assets, file a petition in bankruptcy or make an assignment for the benefit of creditorsSigning Date, or upon other action taken or suffered by Administrator or Parent(iv) the Parties have not satisfied the requirements of Section 3(b) above; provided that if the Rehabilitation Exit Transactions have not been consummated within 365 days of signing the Agreement, voluntarily or involuntarily, under any federal or state law for each Holder shall have the benefit of creditors, except for right to terminate the filing of a petition in involuntary bankruptcy against Administrator or Parent which is dismissed within ninety (90) days thereafter.Agreement with respect to itself; or (b) Administrator the Rehabilitation Exit Transactions or Parent shall default the final Definitive Documents do not conform in all material respects to the performance of any material duty Term Sheets with respect to the Rehabilitation Plan Amendment, Exchange Offers or material obligation imposed upon it by this Agreement (a "Material Administrator Default") and such default shall continue for a period of sixty (60) days after written notice thereof has been given to Administrator the New Secured Notes, except as approved by the Group in accordance with a copy to the financial institution contemplated in Section 12.1(a) at the address provided by Administrator, provided that the Group may terminate this Agreement, if and only if, such termination shall have been approved by the affirmative vote of the holders of two-thirds of the interests of the equity holders of the Group. The Group agrees that the financial institution contemplated in Section 12.1(a) shall have the right, but not the obligation, to cure any Material Administrator Default. Notwithstanding anything to the contrary in this Agreement, following receipt by Administrator of the notice of a Material Administrator Default and until such Material Administrator Default shall be cured, the Group may take such action as may be reasonably required to cover such Material Administrator Default so as to maintain for the Group the same level of service as before the Material Administrator Default, without prejudicing in any way the Group's other rights and remedies, and may offset all of its costs from the amounts which may otherwise be due to Administrator under this Agreement.12 hereof; or (c) An independent law firm with nationally recognized expertise in health care law and acceptable the Rehabilitator seeks an order or other relief from the Rehabilitation Court or other court of competent jurisdiction (including approval of an amendment to the parties hereto renders Existing Plan) inconsistent in any material respect with the Term Sheets, or the Rehabilitation Court or other court of competent jurisdiction issues an opinion order or grants relief (including approval of an amendment to the parties hereto that Existing Plan) inconsistent in any material respect with the Term Sheets; or (id) a material provision breach of any of the undertakings, representations, warranties, or covenants set forth in this Agreement by the Ambac Parties that is not, by its terms, curable or that is, by its terms, curable and is not cured by the 25th day after notice of such breach. Notwithstanding anything herein to the contrary, a Holder may not seek to terminate this Agreement based upon a Group Termination Event arising out of its own actions or omissions in violation of applicable law or any court or regulatory agency enters an order finding a material provision of this Agreement is in violation of applicable law and (ii) this Agreement can not be amended pursuant to Section 11.6 hereof to cure such violationAgreement.