This excerpt taken from the MOH 8-K filed Jan 31, 2006.
7.1 Termination of Agreement. This Agreement may be terminated at any time prior to the Closing by:
7.1.1 Mutual written consent of Buyer and the Shareholders;
7.1.2 Buyer or the Shareholders immediately upon written notice to the other Parties if (a) any Governmental Entity shall have enacted, promulgated or issued any statute, rule, regulation, ruling, writ, order or injunction which would prohibit or render illegal the consummation of the transactions contemplated by this Agreement, or (b) any authorizations, consents or approvals of any Governmental Entity, including OFIS and the State Agency, which are required to permit the Closing to take place pursuant to the provisions of this Agreement are denied or granted with conditions or requirements which are materially adverse to the terminating Party;
7.1.3 Buyer if a material breach of any provision of this Agreement has been committed by a Shareholder (whether directly or indirectly as the result of the actions or omissions of the Company or Cape) and such breach has not been (a) waived in writing by Buyer, or (b) cured by the breaching Party to the reasonable satisfaction of Buyer within 15 Business Days after service by Buyer of a written notice upon the breaching Party which describes the nature of such breach with reasonable particularity (with a copy of such notice being provided to all Parties);
7.1.4 Shareholders if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been (a) waived in writing by Shareholders, or (b) cured by Buyer to the reasonable satisfaction of Shareholders within 15 Business Days after service by Shareholders of a written notice upon Buyer which describes the nature of such breach with reasonable particularity (with a copy of such notice being provided to all Parties); or
7.1.5 Buyer or Shareholders immediately upon written notice to the other Parties if the Closing has not occurred on or before March 31, 2006, provided, however, the right to terminate this Agreement pursuant to this Section shall not be available to a Party seeking to terminate this Agreement if such Party has failed to comply fully with its obligations under this Agreement.
7.2 Effect of Termination. In the event this Agreement is terminated as set forth herein, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Parties; provided, however, (a) if and only if the termination is the result of the failure of a Party to consummate the transactions herein contemplated and the party asserting such breach is not itself in breach of this Agreement, such party shall have, as its sole and exclusive remedy, the right to seek specific performance of this Agreement (provided, further, however, that if specific performance is unavailable for any reason, the non-breaching party may seek to recover monetary damages resulting from such breach), and (b) the provisions of this Section and Sections 5.3, 8.2, 8.10, and 8.13 shall survive any termination of this Agreement.
This excerpt taken from the MOH 10-Q filed Aug 9, 2005.
ARTICLE 9 - TERMINATION
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This excerpt taken from the MOH 10-K filed Mar 8, 2005.
ARTICLE 9 - TERMINATION
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date, and, a member is hospitalized at the time of termination, the CONTRACTOR shall be responsible for payment of all covered inpatient facility and professional services from the date of admission to sixty (60) days after the effective date of termination. Similarly, in the event that HSD terminates this Agreement prior to the Agreement termination date, and, a member is in a nursing home at the time of the effective date of termination, the CONTRACTOR shall be responsible for payment of all covered services until sixty (60) days after the effective date of termination or the time the nature of the members care ceases to be subacute or skilled nursing care, whichever occurs first;
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