Common use of Termination for Economic Justification Clause in Contracts

Termination for Economic Justification. Notwithstanding anything to the contrary contained in the Lease or herein, once annually on the applicable anniversary of the First Perfexion Procedure Date, after the initial twelve (12) months following the First Perfexion Procedure Date, based upon the utilization of the Perfexion and other factors considered relevant by GKF in the exercise of its reasonable discretion, GKF may provide Hospital with a written request for a reasonable economic justification to continue the Lease and the utilization of the Perfexion at the Hospital. If, within a reasonable period of time after GKF’s written request, Hospital does not provide GKF with a reasonable economic justification to continue the Lease and the utilization of the Perfexion at the Hospital, then and in that event, but without waiving any or all of GKF’s rights or remedies under the Lease, GKF shall have the option to terminate the Lease by giving a written notice thereof to Hospital not less than six (6) months prior to the effective date of the termination designated in GKF’s written notice; provided, however, so long as Hospital is averaging 80 Procedures ammally, not taking into account the first twelve (12) months after the First Perfexion Procedure Date, GKF shall not have the option of terminating this Agreement pursuant to this Section 18. Without limiting the generality of the foregoing, for purposes of this Section, “reasonable economic justification to continue the Lease” shall not be deemed to exist (and GKF if applicable, shall have the option to terminate the Lease) if, during the twelve (12) month period immediately preceding the issuance of GKF’s written notice of termination, the “Net Cash Flow” is negative. As used herein, “Net Cash Flow” shall mean, for the applicable period, (a) the aggregate rent payments actually received by GKF during such period, minus (b) the sum of the aggregate (i) debt service on the Perfexion, (ii) maintenance expenses, and (iii) Perfexion-r elated personal property taxes, gross receipts taxes and insurance during such period.

Termination for Economic Justification. Notwithstanding anything to the contrary contained in the Lease or herein, once annually on the applicable anniversary of the First Perfexion Procedure Date18.1 If, after the initial each twelve (12) months month period following the First Perfexion Procedure Effective Date, based upon the utilization of the Perfexion Equipment and other factors considered relevant by GKF in the exercise of its reasonable discretion, GKF may provide Hospital with a written request for a reasonable economic justification to continue the Lease and the utilization of the Perfexion at the Hospital. If, within a reasonable period of time after GKF’s written request, Hospital does not provide GKF with a reasonable economic justification to continue the Lease this Agreement and the utilization provision of the Perfexion Gamma Knife services at the Hospital, then and in that event, but without waiving any or all of GKF’s rights or remedies under the Lease, GKF shall have the option to terminate the Lease this Agreement by giving a written notice thereof to Hospital not less than six ninety (690) months days prior to the effective date of the termination designated in GKF’s written notice; provided. 18.2 Notwithstanding the provisions of Section 18.1, howeverif at any time during the term of this Agreement, so long as Hospital is averaging 80 Procedures ammally, not taking into account suspended or terminated from participation in the first twelve (12) months after the First Perfexion Procedure DateMedicare program, GKF shall not have the option to terminate this Agreement immediately by giving written notice thereof to Hospital. 18.3 As a result of terminating any termination of this Agreement pursuant to this Section 18, GKF may enter upon the Site and remove the Equipment and any improvements made by GKF to the Site without liability of any kind or nature for so doing or GKF may demand that Hospital remove and return the Equipment and such improvements to GKF, all at GKF’s sole cost and expense. Without limiting the generality of Notwithstanding the foregoing, for purposes Hospital may elect in its sole discretion to purchase GKF’s Site improvements by giving GKF notice of this Section, “reasonable economic justification to continue Hospital’s election within five (5) days following the Lease” shall not be deemed to exist (and GKF if applicable, shall have the option to terminate the Lease) if, during the twelve (12) month period immediately preceding the issuance receipt by Hospital of GKF’s written notice of termination, . The purchase price (the “Net Cash Flow” is negativeTI Purchase Price”) for such Site improvements shall be equal to the actual cost of such improvements incurred by GKF which are then unamortized as of the effective date of such termination. Amortization shall be straight-line over a period of fifteen (15) years corresponding with the Term of this Agreement. As used hereinan example, “Net Cash Flow” shall meanif GKF elected to terminate this Agreement pursuant to Section 18.1 on the date which is five years after the First Procedure Date, for then the applicable period, (a) the aggregate rent payments actually received by GKF during TI Purchase Price on such period, minus (b) the sum termination would be 10/15s of the aggregate (i) debt service on actual cost of the Perfexion, (ii) maintenance expensesSite improvements. The costs of such improvements shall be evidenced by invoices and other documentation, and shall include any financing charges or costs. Within five (iii5) Perfexion-r elated personal property taxesdays following GKF’s receipt of Hospital’s election to purchase the Site improvements, gross receipts taxes GKF shall inform Hospital of the amount of the TI Purchase Price as determined in accordance with this Section 18.3, and insurance during such periodshall provide Hospital upon request with supporting documentation therefor. Payment of the TI Purchase Price shall be made by Hospital to GKF within five (5) days following GKF’s determination of the TI Purchase Price.

Termination for Economic Justification. Notwithstanding anything to the contrary contained in the Lease or herein, once annually on the applicable anniversary of the First Perfexion Procedure Dateif, at any time after the initial twelve (12) months following the First Perfexion Procedure Date, based upon the utilization of the Perfexion and other factors considered relevant by GKF in the exercise of its reasonable discretion, GKF may provide Hospital with a written request for a reasonable economic justification to continue the Lease and the utilization of the Perfexion at the Hospital. If, within a reasonable period of time after GKF’s written request, Hospital does not provide GKF with a reasonable economic justification to continue the Lease and the utilization of the Perfexion at the Hospital, then and in that event, but without waiving any or all of GKF’s rights or remedies under the Lease, GKF shall have the option to terminate the Lease by giving a written notice thereof to Hospital not less than six ninety (690) months days prior to the effective date of the termination designated in GKF’s written notice; provided, however, so long as Hospital is averaging 80 Procedures ammally, not taking into account the first twelve (12) months after the First Perfexion Procedure Date, GKF shall not have the option of terminating this Agreement pursuant to this Section 18. Without limiting the generality of the foregoing, for purposes of this Section, “reasonable economic justification to continue the Lease” shall not be deemed to exist (and GKF if applicable, shall have the option to terminate the Lease) if, during the twelve (12) month period immediately preceding the issuance of GKF’s written notice of termination, the “Net Cash Flow” is negative. As used herein, “Net Cash Flow” shall mean, for the applicable period, (a) the aggregate rent payments Per Procedure Payments actually received by GKF during such period, minus (b) the sum of the aggregate (i) debt service on the Perfexion, (ii) maintenance expenses, and (iii) Perfexion-r elated related personal property taxes, gross receipts taxes and insurance during such period.

Termination for Economic Justification. Notwithstanding anything to 18.1 Following the contrary contained in the Lease or herein, once annually on the applicable anniversary of initial twenty-four (24) months after the First Perfexion Procedure Date, after Date and following each subsequent 12 month period thereafter during the initial twelve (12) months following the First Perfexion Procedure Date, based upon the utilization of the Perfexion and other factors considered relevant by GKF in the exercise of its reasonable discretionTerm, GKF may provide Hospital with a written request for a reasonable economic justification shall have the option to continue the Lease and the utilization of the Perfexion at the Hospital. Ifterminate this Agreement if, within a reasonable period of time after GKF’s written request, Hospital does not provide GKF with a reasonable economic justification to continue this Agreement and the Lease and provision of Gamma Knife services at the Hospital. GKF's determination shall be based upon the utilization of the Perfexion at Equipment and other factors considered relevant by GKF in the Hospital, then and in that event, but without waiving any or all exercise of GKF’s rights or remedies under the Leaseits discretion. If GKF elects to terminate pursuant to this Section, GKF shall have the option to terminate the Lease by giving a give written notice thereof to Hospital not less than six ninety (690) months days prior to the effective date of the termination designated in GKF’s written notice; provided. 18.2 Notwithstanding the provisions of Section 18.1, howeverif at any time during the Term of this Agreement, so long as Hospital is averaging 80 Procedures ammally, not taking into account suspended or terminated from participation in the first twelve (12) months after the First Perfexion Procedure DateMedicare program, GKF shall not have the option of terminating this Agreement pursuant to this Section 18. Without limiting the generality of the foregoing, for purposes of this Section, “reasonable economic justification to continue the Lease” shall not be deemed to exist (and GKF if applicable, shall have the option to terminate this Agreement immediately by giving written notice thereof to Hospital. 18.3 As a result of any termination of this Agreement pursuant to this Section, GKF may enter upon the Lease) ifSite under Hospital supervision and remove the Equipment and any improvements made by GKF to the Site without liability of any kind or nature for appropriate removal or GKF may demand that Hospital remove and return the Equipment and such improvements to GKF, during all at GKF’s sole cost and expense. If this Agreement is terminated by GKF for economic justification pursuant to Section 18.1 above, then, GKF shall remove the Equipment and such improvements within twelve (12) month period immediately preceding months following the issuance giving of GKF’s written notice of terminationtermination by GKF, the “Net Cash Flow” is negative. As used hereinor as soon as practicable pursuant to GKF’s contract with Elekta for such removal, “Net Cash Flow” shall mean, for the applicable period, (a) the aggregate rent payments actually received by GKF during such period, minus (b) the sum of the aggregate (i) debt service on the Perfexion, (ii) maintenance expenses, and (iii) Perfexion-r elated personal property taxes, gross receipts taxes and insurance during such periodwhichever occurs later.

Termination for Economic Justification. Notwithstanding anything to 18.1 Following the contrary contained in the Lease or herein, once annually on the applicable anniversary of initial twenty-four (24) months after the First Perfexion Procedure Date, after Date and following each subsequent 12 month period thereafter during the initial twelve (12) months following the First Perfexion Procedure Date, based upon the utilization of the Perfexion and other factors considered relevant by GKF in the exercise of its reasonable discretionTerm, GKF may provide Hospital with a written request for a reasonable economic justification shall have the option to continue the Lease and the utilization of the Perfexion at the Hospital. Ifterminate this Agreement if, within a reasonable period of time after GKF’s written request, Hospital does not provide GKF with a reasonable economic justification to continue this Agreement and the Lease and provision of Gamma Knife services at the Hospital. GKF's determination shall be based upon the utilization of the Perfexion at Equipment and other factors considered relevant by GKF in the Hospital, then and in that event, but without waiving any or all exercise of GKF’s rights or remedies under the Leaseits discretion. If GKF elects to terminate pursuant to this Section, GKF shall have the option to terminate the Lease by giving a give written notice thereof to Hospital not less than six ninety (690) months days prior to the effective date of the termination designated in GKF’s written notice; provided. 18.2 Notwithstanding the provisions of Section 18.1, howeverif at any time during the Term of this Agreement, so long as Hospital is averaging 80 Procedures ammally, not taking into account suspended or terminated from participation in the first twelve (12) months after the First Perfexion Procedure DateMedicare program, GKF shall not have the option of terminating this Agreement pursuant to this Section 18. Without limiting the generality of the foregoing, for purposes of this Section, “reasonable economic justification to continue the Lease” shall not be deemed to exist (and GKF if applicable, shall have the option to terminate this Agreement immediately by giving written notice thereof to Hospital. 18.3 As a result of any termination of this Agreement pursuant to this Section, GKF may enter upon the Lease) ifSite under Hospital supervision and remove the Equipment and any improvements made by GKF to the Site without liability of any kind or nature for appropriate removal or GKF may demand that Hospital remove and return the Equipment and such improvements to GKF, during the twelve (12) month period immediately preceding the issuance of all at GKF’s sole cost and expense. If this Agreement is terminated by GKF for economic justification pursuant to Section 18.1 above, then, GKF shall remove the Equipment and such improvements within nine (9) months following the giving of written notice of terminationtermination by GKF, the “Net Cash Flow” is negative. As used hereinor as soon as practicable pursuant to GKF’s contract with Elekta for such removal, “Net Cash Flow” shall mean, for the applicable period, (a) the aggregate rent payments actually received by GKF during such period, minus (b) the sum of the aggregate (i) debt service on the Perfexion, (ii) maintenance expenses, and (iii) Perfexion-r elated personal property taxes, gross receipts taxes and insurance during such periodwhichever occurs later.