GROUP'S ABILITY
TO MAINTAIN ITS SKILLS, QUALIFICATIONS, EXPERIENCE, AND CHARACTERISTICS, GROUP
AGREES THAT DURING THE TERM OF THIS AGREEMENT, AND ANY EXTENSIONS THERETO, IT
SHALL NOT ENTER INTO A MERGER OR CONSOLIDATION WITH ANOTHER MEDICAL GROUP OR ANY
OTHER LEGAL ENTITY ("MERGER") WITHOUT AT LEAST ONE HUNDRED TWENTY (120) DAYS
PRIOR WRITTEN NOTICE TO CLARIENT AND LAB.
GROUP FURTHER AGREES THAT DURING THE
TERM OF THIS AGREEMENT, AND ANY EXTENSIONS THERETO, IT SHALL NOT ENTER INTO A
SALE, CONVEYANCE, PLEDGE, EXCHANGE, ASSIGNMENT, HYPOTHECATION, ENCUMBRANCE OR
OTHER TRANSFER OF ANY EQUITY INTEREST (INCLUDING BUT NOT LIMITED TO SHARES) OR
ASSETS COMPRISING FIVE PERCENT (5%) OR MORE OF THE EQUITY INTERESTS OR ASSETS OF
THE GROUP ("SALE") WITHOUT AT LEAST ONE HUNDRED TWENTY (120) DAYS PRIOR WRITTEN
NOTICE TO CLARIENT AND LAB.
ANY PURPORTED MERGER OR SALE WITHOUT SUCH PRIOR
WRITTEN CONSENT SHALL BE VOID AND SHALL CONSTITUTE A BREACH OF THIS AGREEMENT.
(B)
CONSENT TO ASSIGNMENT OF AGREEMENT.
IN
CONNECTION WITH EACH NOTICE PROVIDED BY GROUP WITH RESPECT TO A MERGER OR SALE,
GROUP SHALL SUBMIT TO CLARIENT AND LAB THE TERMS OF THE PROPOSED TRANSACTION,
THE IDENTITY OF THE PARTIES TO THE TRANSACTION, AND ALL OTHER INFORMATION
REASONABLY REQUESTED BY CLARIENT AND LAB CONCERNING THE PROPOSED TRANSACTION.
CLARIENT AND LAB SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT UPON SIXTY
(60) DAYS PRIOR WRITTEN NOTICE AFTER RECEIPT OF SUCH NOTICE, WITHOUT FURTHER
LIABILITY TO GROUP EXCEPT FOR THE PAYMENT OF AMOUNTS DUE UNDER SECTION 3.1.
6.10
NON-COMPETE.
THROUGHOUT THE TERM OF THIS AGREEMENT,
GROUP SHALL NOT ITSELF PROVIDE ADMINISTRATIVE SERVICES THAT ARE SUBSTANTIALLY
SIMILAR TO SERVICES PROVIDED BY CLARIENT OR ANY OF THE SERVICES PROVIDED BY
CLARIENT TO OTHER PARTIES.
IN ADDITION, GROUP SHALL NOT SECURE THE
ADMINISTRATIVE SERVICES OF ANY OTHER PROVIDER.
10
ARTICLE VII.
TERM AND TERMINATION
7.1
TERM.
THIS AGREEMENT SHALL COMMENCE ON THE
DATE HEREOF AND SHALL CONTINUE IN EFFECT UNTIL SEPTEMBER 1, 2014 (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 ANY PARTY GIVES THE OTHER PARTIES 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.
7.2
TERMINATION BY CLARIENT OR LAB.
EITHER
CLARIENT OR LAB SHALL HAVE THE RIGHT TO IMMEDIATELY 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 EITHER CLARIENT OR LAB GIVES WRITTEN NOTICE OF THE BREACH TO GROUP;
(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 EITHER CLARIENT'S OR LAB'S POLICIES, RULES AND REGULATIONS; OR
(C)
TERMINATION OF THE EMPLOYMENT OF KENNETH J.
BLOOM, M.D. AS GROUP'S CHIEF MEDICAL DIRECTOR FOR ANY REASON WHATSOEVER.
7.3
TERMINATION BY