OF THE GROUP ("SALE") WITHOUT LAB'S PRIOR
WRITTEN CONSENT.
ANY PURPORTED MERGER OR SALE WITHOUT LAB'S WRITTEN CONSENT
SHALL BE VOID AND SHALL CONSTITUTE A BREACH OF THIS AGREEMENT.
(B)
CONSENT PROCEDURE.
IN CONNECTION WITH EACH CONSENT REQUESTED BY GROUP FOR
A MERGER OR SALE, GROUP SHALL SUBMIT TO LAB THE TERMS OF THE PROPOSED
TRANSACTION, THE IDENTITY OF THE PARTIES TO THE TRANSACTION, THE PROPOSED
DOCUMENTATION FOR THE TRANSACTION AND ALL OTHER INFORMATION REASONABLY REQUESTED
BY LAB CONCERNING THE PROPOSED TRANSACTION.
5.10
Purchase Option/Obligation.
(A)
UPON TERMINATION OF THIS AGREEMENT BY LAB FOR ANY REASON, LAB SHALL BE
ENTITLED (BUT NOT OBLIGATED) TO PURCHASE ALL TANGIBLE OR INTANGIBLE ASSETS OF
GROUP (THE "PURCHASE OPTION").
LAB SHALL NOTIFY GROUP OF ITS INTENTION TO
EXERCISE THE PURCHASE OPTION WITHIN THIRTY (30) DAYS AFTER THE TERMINATION OF
THIS AGREEMENT.
(B)
UPON TERMINATION OF THIS AGREEMENT BY GROUP FOR ANY REASON OR BY MANAGER
BECAUSE OF A BREACH BY GROUP OF THIS AGREEMENT, LAB SHALL BE ENTITLED (BUT SHALL
NOT BE OBLIGATED) TO REQUIRE GROUP TO PURCHASE ANY TANGIBLE OR INTANGIBLE ASSET
OF LAB USED SOLELY IN THE OPERATION OF GROUP (THE "PURCHASE OBLIGATION").
LAB
SHALL NOTIFY GROUP OF ITS INTENTION TO EXERCISE THE PURCHASE OBLIGATION WITHIN
THIRTY (30) DAYS AFTER THE TERMINATION OF THIS AGREEMENT.
(C)
THE PURCHASE PRICE FOR ANY PURCHASE UNDER THIS SECTION 5.10 SHALL BE
DETERMINED BY AN APPRAISER SELECTED BY THE PARTIES, WHO IS AN MAI OR AN ASA
APPRAISER WITH EXPERIENCE IN VALUING ASSETS USED IN CONNECTION WITH THE
MANAGEMENT OF MEDICAL PRACTICES AND THE PROVISION OF MEDICAL SERVICES.
EACH
PARTY AGREES TO NEGOTIATE IN GOOD FAITH THE TERMS OTHER
6
THAN THE PURCHASE PRICE OF THE SALE/PURCHASE.
THE PURCHASING PARTY SHALL OBTAIN
ANY REQUIRED FINANCING FOR SUCH PURCHASE.
ARTICLE VI.
TERM AND TERMINATION
6.1
Term.
This Agreement shall become effective on July 1, 2008 (the
"Effective Date"), and shall continue until June 30, 2018 (the "Expiration
Date"), subject to the termination provisions of this Agreement.
This Agreement
shall automatically renew for two (2) additional terms of five (5) years each,
unless either Party gives the other Party written notice of its intention not to
renew this Agreement at least thirty (30) calendar days prior to the expiration
of the then current term.
6.2
Termination by Lab.
Lab shall have the right to terminate this
Agreement upon the occurrence of any one or more of the following events:
(A)
MATERIAL BREACH OF THIS AGREEMENT BY GROUP OR ANY GROUP PHYSICIAN
WHERE THE BREACH IS NOT CURED WITHIN THIRTY (30) CALENDAR DAYS AFTER LAB GIVES
WRITTEN NOTICE OF THE BREACH TO GROUP; OR
(B)
NEGLECT OF PROFESSIONAL DUTY BY GROUP IN A MANNER THAT POSES AN
IMMINENT DANGER TO THE HEALTH OR SAFETY OF ANY INDIVIDUAL, OR VIOLATES LAB'S
POLICIES, RULES AND REGULATIONS.
6.3
Termination by Group.
Group shall have the right to terminate this
Agreement immediately upon a material breach of this Agreement by Lab where the
breach is not cured within thirty (30) calendar days