Quality Systems, Inc Sample Contracts

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RECITALS
Indemnification Agreement • June 14th, 2005 • Quality Systems Inc • Services-computer integrated systems design • California
INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 25th, 2022 • Nextgen Healthcare, Inc. • Services-computer integrated systems design • Delaware

This Indemnification Agreement (“Agreement”) is made as of _____________ by and between NextGen Healthcare, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

OFFICE LEASE LAKESHORE TOWERS LAKESHORE TOWERS LIMITED PARTNERSHIP PHASE II, a California limited partnership, as Landlord,
Office Lease • June 14th, 2005 • Quality Systems Inc • Services-computer integrated systems design • California
AMENDMENT NO. 3 Dated as of April 28, 2023 to CREDIT AGREEMENT Dated as of March 12, 2021
Credit Agreement • July 25th, 2023 • Nextgen Healthcare, Inc. • Services-computer integrated systems design • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 12, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among NEXTGEN HEALTHCARE, Inc., a California corporation, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION and BANK OF THE WEST, as Co-Syndication Agents, and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITY NATIONAL BANK, TRUIST BANK and PNC BANK, NATIONAL ASSOCIATION (f/k/a BBVA USA), as Co-Documentation Agents.

AGREEMENT AND PLAN OF MERGER by and among NEXT HOLDCO, LLC, NEXT MERGER SUB, INC. and NEXTGEN HEALTHCARE, INC. Dated as of September 5, 2023
Agreement and Plan of Merger • September 6th, 2023 • Nextgen Healthcare, Inc. • Services-computer integrated systems design • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 5, 2023 by and among Next Holdco, LLC, a Delaware limited liability company (“Parent”), Next Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and NextGen Healthcare, a Delaware corporation (the “Company”).

SUBLEASE
Quality Systems Inc • July 1st, 2002 • Services-computer integrated systems design • California
as Trustee INDENTURE Dated as of November 1, 2022 3.75% Convertible Senior Notes due 2027
Indenture • November 1st, 2022 • Nextgen Healthcare, Inc. • Services-computer integrated systems design • New York

INDENTURE, dated as of November 1, 2022, between NextGen Healthcare, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

OFFICE LEASE BETWEEN VON KARMAN MICHELSON CORPORATION AS LANDLORD AND QUALITY SYSTEMS, INC. AS TENANT FOR 18201 VON KARMAN
Office Lease • June 13th, 2006 • Quality Systems Inc • Services-computer integrated systems design • California

THIS OFFICE LEASE (the “Lease”) is made effective as of ___________________, 2005 by and between VON KARMAN MICHELSON CORPORATION, a Delaware corporation, (“Landlord”) and QUALITY SYSTEMS, INC., a California corporation (“Tenant”) with reference to the following facts and circumstances.

AGREEMENT AND PLAN OF MERGER dated as of November 12, 2019 by and among NEXTGEN HEALTHCARE, INC. (“Parent”), RENEGADE MERGER SUB, INC. (“Merger Sub”), MEDFUSION, INC. (the “Company”), and PROJECT RENEGADE LLC (the “Equityholders Representative”), and...
Agreement and Plan of Merger • November 18th, 2019 • Nextgen Healthcare, Inc. • Services-computer integrated systems design • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 12, 2019 by and among NextGen Healthcare, Inc., a California corporation (“Parent”), Renegade Merger Sub, Inc., a Delaware corporation and an wholly-owned subsidiary of Parent (“Merger Sub”), Medfusion, Inc., a Delaware corporation (the “Company”), Project Renegade LLC, a North Carolina limited liability company (the “Equityholders Representative”) and solely for the purposes of Section 6.9, Greenlight Health Data Solutions, Inc., a Delaware corporation (“Newco”) (each, a “Party” and collectively the “Parties”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG QUALITY SYSTEMS, INC. NEXTGEN HEALTHCARE INFORMATION SYSTEMS, INC. RUTH MERGER SUB, INC. AND PRACTICE MANAGEMENT PARTNERS, INC. PERRY SNYDER AND DONALD GOOD October 15, 2008
Agreement and Plan of Merger • February 6th, 2009 • Quality Systems Inc • Services-computer integrated systems design • Maryland

This Agreement and Plan of Merger (this “Agreement”) is entered into as of October 15, 2008 by and among (i) QUALITY SYSTEMS, INC., a California corporation (the “Parent”), (ii) NEXTGEN HEALTHCARE INFORMATION SYSTEMS, INC., a California corporation and a wholly-owned subsidiary of the Parent (“NextGen”) (iii) RUTH MERGER SUB, INC., a Maryland corporation and a wholly-owned subsidiary of NextGen (the “Merger Sub”), (iv) PRACTICE MANAGEMENT PARTNERS, INC., a Maryland corporation (the “Company”), and (v) PERRY SNYDER and DONALD GOOD (each an “Indemnifying Stockholder” and collectively, the “Indemnifying Stockholders”).

AGREEMENT AND PLAN OF MERGER by and among QUALITY SYSTEMS, INC. and PEACOCK MERGER SUB, INC. and EAGLEDREAM HEALTH INC. and ALGIMANTAS K. CHESONIS dated as of JULY 31, 2017
Agreement and Plan of Merger • August 1st, 2017 • Quality Systems, Inc • Services-computer integrated systems design • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of July 31, 2017, is entered into by and among Quality Systems, Inc., a California corporation (“Parent”), Peacock Merger Sub, Inc., a Delaware corporation (“Merger Sub”), EagleDream Health Inc., a Delaware corporation (the “Company”), and Algimantas K. Chesonis, solely in his capacity as the representative of Securityholders (“Securityholders’ Representative”).

MEADOWS CORPORATE CENTER ST. LOUIS, MISSOURI STANDARD SERVICE CENTER LEASE AGREEMENT By and Between THE LINCOLN NATIONAL LIFE INSURANCE COMPANY As Landlord And LACKLAND ACQUISITION II, LLC As Tenant
Meadows Corporate Center • June 12th, 2008 • Quality Systems Inc • Services-computer integrated systems design • Missouri

THIS LEASE is made and entered into on this 28 day of November 2001 between THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, an Indiana corporation, (“Landlord”) and LACKLAND ACQUISITION II, LLC, a _____________limited liability company, as (“Tenant”).

QUALITY SYSTEMS, INC. second amended and restated indemnification Agreement
Indemnification Agreement • February 2nd, 2010 • Quality Systems Inc • Services-computer integrated systems design • California

This Second Amended and Restated Indemnification Agreement (this “Agreement”) is made as of ___, 2009, by and between QUALITY SYSTEMS, INC., a California corporation (the “Company”), and ___(“Indemnitee”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 1st, 2010 • Quality Systems Inc • Services-computer integrated systems design • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of February 10, 2010 by and among Quality Systems, Inc., a California corporation (“Parent”), OHS Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Opus Healthcare Solutions, Inc., a Texas corporation (the “Company”), and the shareholders (each a “Shareholder” and collectively, the “Shareholders”) of the Company. Capitalized terms shall have the meanings ascribed to them in Article IX.

VIA HAND DELIVERY May 4, 2006 Mr. Tim Eggena Quality Systems, Inc. 3340 Peachtree Road, N. E. Suite 2700 Atlanta, Georgia 30326 Re: Fourth Amendment Between Quality Systems, Inc. (Tenant) and Tower Place, L. P. (Landlord) Dear Tim:
Quality Systems Inc • June 13th, 2006 • Services-computer integrated systems design

Please find enclosed three (3) Commencement Date Memorandums for Tenant’s signature. Kindly have all three documents signed and returned to me. Once fully executed by Landlord, one original will be returned to you for your files. This agreement memorializes the Commencement Date (referred to in the Fourth Amendment as the “Relocation Date”) as April 10, 2006 and the Expiration Date as October 31, 2011.

FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 7th, 2011 • Quality Systems, Inc • Services-computer integrated systems design

THIS FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated as of March 30, 2011, is made by and among Quality Systems, Inc., a California corporation (“Parent”); Opus Healthcare Solutions, LLC, a Texas limited liability company and successor by merger to OHS Merger Sub, Inc. (the “Company”); Fred E. Beck, an individual (“Beck”); Tim R. Rhoads, an individual (“Rhoads”); Peter R. Ackermann, an individual (“Ackermann”); and Dieter Schultze-Zeu, an individual (“Schultze-Zeu” and collectively with Beck, Rhoads and Ackermann, the “Shareholders”).

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Employment Agreement
Employment Agreement • October 29th, 2021 • Nextgen Healthcare, Inc. • Services-computer integrated systems design • Georgia

This Employment Agreement (this “Agreement”) is dated as of September 18, 2021, and is made by and between NextGen Healthcare, Inc., a California corporation (together with any successor thereto, the “Company”), and David Sides (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).

SHARE PURCHASE AGREEMENT BY AND AMONG QUALITY SYSTEMS, INC. as Buyer; and THE SHAREHOLDERS OF MIRTH CORPORATION NAMED ON ANNEX A HERETO as Sellers; and
Share Purchase Agreement • October 31st, 2013 • Quality Systems, Inc • Services-computer integrated systems design • California

This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 9, 2013 by and among Quality Systems, Inc., a California corporation (“Buyer”), each of the shareholders of Mirth Corporation, a California corporation (“Company”) identified on Annex A (each a “Seller” and collectively, “Sellers”), and Jon Teichrow, an individual and a Seller, as representative of the Sellers (“Representative”). Capitalized terms shall have the meanings ascribed to them in ARTICLE XI.

ASSIGNMENT OF LEASE
Assignment of Lease • June 12th, 2008 • Quality Systems Inc • Services-computer integrated systems design

This Assignment is entered into on this 17th day of August, 2005 by and between InfoNow Solutions of St. Louis, LLC (“Assignor”), Lackland Acquisition II, LLC (“Assignee”), and TM Properties, LLC (“Landlord”).

QUALITY SYSTEMS, INC. OUTSIDE DIRECTOR’S RESTRICTED STOCK UNIT AGREEMENT GRANTED UNDER THE QUALITY SYSTEMS, INC. SECOND AMENDED AND RESTATED 2005 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Unit Agreement • August 15th, 2011 • Quality Systems, Inc • Services-computer integrated systems design • California

THIS OUTSIDE DIRECTOR’S RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated and effective as of August 11, 2011 (the “Grant Date”), by and between Quality Systems, Inc., a California corporation (the “Company”), and [__________] (“Grantee”), is entered into as follows:

LAKESHORE TOWERS SECOND AMENDMENT TO OFFICE LEASE
Office Lease • August 5th, 2011 • Quality Systems, Inc • Services-computer integrated systems design

This Second Amendment to Office Lease (the “Second Amendment”), dated as of June 13 , 2011, is made by and between Lakeshore Towers Limited Partnership Phase II, a California limited partnership (“Landlord”), and Quality Systems, Inc., a California corporation (“Tenant”).

Mutual Assurance Agreement
Mutual Assurance Agreement • June 30th, 2008 • Quality Systems Inc • Services-computer integrated systems design

This Mutual Assurance Agreement is entered into effective June 27, 2008 by and between Quality Systems, Inc. and Louis E. Silverman with respect to the following:

SECOND AMENDMENT TO SERVICE CENTER LEASE
Service Center Lease • June 12th, 2008 • Quality Systems Inc • Services-computer integrated systems design

This Second Amendment to Service Center Lease (“Amendment”) is made and entered into this 17th day of August, 2005, by and between TM Properties, L.L.C., successor to The Lincoln National Life Insurance Company (“Landlord”) and Lackland Acquisition II, LLC as (“Tenant”).

FIRST AMENDMENT TO SERVICE CENTER LEASE
Service Center Lease • June 12th, 2008 • Quality Systems Inc • Services-computer integrated systems design

This First Amendment to Service Center Lease (“Amendment”) is made and entered into this 17th day of August, 2005, by and between TM Properties, L.L.C., successor to The Lincoln National Life Insurance Company (“Landlord”) and Lackland Acquisition II, LLC, as (“Tenant”).

THIRD AMENDMENT TO LEASE AGREEMENT
Lease Agreement • February 6th, 2009 • Quality Systems Inc • Services-computer integrated systems design • Virginia

THIS THIRD AMENDMENT made and entered the 30th day of APRIL 2007, by and between Pinecrest L.L.C. and Practice Management Partners, Inc. which was amended in a second lease amendment on July 13, 2004 and was amended in a first lease amendment on September 6, 2002 Practice Management Partners to the Lease made and entered into this 7th day of September, 1999, by and between PINECREST L.L.C., a Virginia limited liability company (the “Landlord”), and Ascendia Healthcare Management, Inc. and assigned to Practice Made Perfect Inc. which was merged into Practice Management Partners Inc., a Maryland Corporation (the “Tenant”) on July 31, 2001. Practice Management Partners federal tax I.D. number is 541914433. Ascendia Health Care Management federal tax id no. 56-1928380 and Practice Made Perfect, Inc. federal tax id no. 54-19114433 all have rights and responsibilities under this lease amendment.

QUALITY SYSTEMS, INC. FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • January 3rd, 2017 • Quality Systems, Inc • Services-computer integrated systems design • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [●] (“Executive”) and Quality Systems, Inc., a Delaware corporation (the “Company”), effective as of the date of Executive’s signature below (the “Effective Date”). If the Company does not receive a signed copy of this Agreement from Executive by [●], 2016, this Agreement shall be without force or effect.

AGREEMENT AND PLAN OF MERGER BY AND AMONG QUALITY SYSTEMS, INC., ENGAGE MERGER SUB, INC., ENTRADA, INC. AND FCA VENTURE PARTNERS V, LP, AS THE COMPANY STOCKHOLDERS’ REPRESENTATIVE (FOR THE LIMITED PURPOSES DESCRIBED HEREIN) Dated as of April 11, 2017
Agreement and Plan of Merger • April 12th, 2017 • Quality Systems, Inc • Services-computer integrated systems design • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2017, by and among Quality Systems, Inc., a California corporation (“Parent”), Engage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Entrada, Inc., a Delaware corporation (the “Company”), and FCA Venture Partners V, LP, solely in its capacity as representative of the Equity Holders as set forth in this Agreement (the “Company Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Article I.

AGREEMENT AND PLAN OF MERGER OF NEXTGEN HEALTHCARE, INC., A DELAWARE CORPORATION, AND NEXTGEN HEALTHCARE, INC. A CALIFORNIA CORPORATION
Agreement and Plan of Merger • October 19th, 2021 • Nextgen Healthcare, Inc. • Services-computer integrated systems design

This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2021 (the Agreement”), is between NextGen Healthcare, Inc., a California corporation (“Parent”), and NextGen Healthcare, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Delaware Subsidiary”). Delaware Subsidiary and Parent are sometimes referred to herein as the “Constituent Corporations.”

SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Confidential   Confidential • November 4th, 2011 • Quality Systems, Inc • Services-computer integrated systems design • Pennsylvania

This SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (“Agreement”) is made and entered by and between Patrick B. Cline (“Employee”) and Quality Systems, Inc., a California Corporation (the “Company”), as of July 29, 2011.

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