Non-Qualifying MOB Dispute Sample Clauses

Non-Qualifying MOB Dispute. Notwithstanding any provision in this Agreement to the contrary, if (a) the applicable Preliminary Summary with respect to any Property contends that such Property is a Non-Qualifying MOB pursuant to clauses (b) or (f) of the definition thereof in Section 2.1, and (b) NHP and the OP disagree with PMB’s contention as set forth therein, then on or before the expiration of such Preliminary Acceptance Period, NHP and the OP shall give an Initial Approval Notice with respect to such Property along with notice that NHP and the OP disagree with PMB’s contention that such Property is a Non-Qualifying MOB (each, a “Disagreement Notice”). In such event, the parties shall meet in person or by telephone within three (3) Business Days after PMB’s receipt of any such Disagreement Notice to attempt to mutually agree upon whether such Property is a Non-Qualifying MOB or a Qualifying MOB. In the event that the parties are not able to agree within five (5) Business Days after any in person or telephone meeting, then, notwithstanding the first sentence of Section 9.15 hereof, the Dispute (as defined in Section 9.15) shall be submitted to mediation and, if necessary, resolved at the written request of any party to this Agreement by binding arbitration in accordance with the arbitration provisions of Section 9.15 hereof. If the parties agree, or it is determined through mediation or binding arbitration, that such Property is a (i) Non-Qualifying MOB, then the provisions of Section 2.1 with respect to Non-Qualifying MOBs shall apply, or (ii) Qualifying MOB, then NHP’s and the OP’s Initial Approval Notice shall constitute their initial approval of such Property and the provisions of Sections 2.5, 2.6 and 2.8 shall apply. If NHP and the OP fail to timely deliver a Disagreement Notice, then each of NHP and the OP shall be deemed to have agreed with PMB’s determination as to whether the applicable Property is a Non-Qualifying MOB. The later of (A) the delivery of an Initial Approval Notice and (B) if applicable, the date of determination that a Property is a Qualifying MOB, notwithstanding that PMB contended that it was a Non-Qualifying MOB, whether by agreement of the parties, mediation or binding arbitration, shall be referred to herein as the “Preliminary Approval Date.”
Sample 1
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Related to Non-Qualifying MOB Dispute

  • Qualifying CIC Termination On a Qualifying CIC Termination, the Executive will be eligible to receive the following payments and benefits from the Company:

  • CIC Qualifying Termination If the Executive is subject to a CIC Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • Termination Procedures and Compensation During Dispute 7.1. After a Change in Control and during the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Qualifying Terminations The occurrence of any one of the following events within twenty-four calendar months after a Change in Control of the Company will trigger the payment of Severance Benefits under this Agreement:

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