Long Island Physician Holdings Corp Sample Contracts

Long Island Physician Holdings Corp – ASSET PURCHASE AGREEMENT (March 31st, 2008)

Exhibit 1 ================================================================================ ASSET PURCHASE AGREEMENT between MDNY HEALTHCARE, INC., a New York corporation, and TOPHAAT HOLDINGS GROUP, INC., a Delaware corporation Dated as of March 21, 2008 ================================================================================ ASSET PURCHASE AGREEMENT Asset Purchase Agreement dated as of March 21, 2008 (this "Agreement") by and between MDNY Healthcare, Inc., a New York corporation (the "Seller"), and TopHaat Holdings Group, Inc., a Delaware corporation (the "Buyer"). RECITALS

Long Island Physician Holdings Corp – REINSURANCE AGREEMENT (June 21st, 2006)

Exhibit 10.7 REINSURANCE AGREEMENT (herein referred to as "Agreement") Between ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK New York, New York (herein referred to as "Allianz Life of NY") And MDNY HEALTHCARE Melville, New York (herein referred to as "Plan") EFFECTIVE DATE: January 1, 2006 REINSURANCE AGREEMENT NUMBER 17055-036 TABLE OF CONTENTS TITLE ARTICLE Reinsurance Coverage 1 Schedule

Long Island Physician Holdings Corp – Severance Agreement (June 21st, 2006)

Exhibit 10.18 Severance Agreement This severance agreement ("Agreement") made this May 2004 by and between MDNY Healthcare, Inc., a corporation having its principal place of business at One Huntington Quadrangle, Suite 4C01, Melville, NY ("Company") and Ms. Concetta Pryor, 14 Marblestone Lane, South Setauket, NY 11720 ("Pryor"). WHEREAS, the Company is a managed care organization; and WHEREAS, the Company employs Pryor as Chief Financial Officer and utilizes her expertise, knowledge and services in that position, and Pryor provides such expertise, knowledge and services to the Company. NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound hereby, the Company and Pryor agree as follows: 1. Duties and Responsibilities (a) Pryor shall serve as Chief Financial Officer of the Company

Long Island Physician Holdings Corp – REINSURANCE AGREEMENT (June 21st, 2006)

Exhibit 10.8 REINSURANCE AGREEMENT (herein referred to as "Agreement") Between ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK New York, New York (herein referred to as "Allianz Life of NY") And MDNY HEALTHCARE Melville, New York (herein referred to as "Plan") EFFECTIVE DATE: January 1, 2006 REINSURANCE AGREEMENT NUMBER 17055-066 TABLE OF CONTENTS TITLE ARTICLE Reinsurance Coverage 1 Schedule

Long Island Physician Holdings Corp – SECTION 1307 LOAN AGREEMENT (September 23rd, 2005)

SECTION 1307 LOAN AGREEMENT THIS AGREEMENT, made and entered into as of the ___ day of July, 1998, by and between LIPH, LLC, a limited liability company duly created, organized, and existing under and by virtue of the Laws of the State of New York and having its principal office at One Huntington Quadrangle, Suite 4C01, Melville, New York, 11747 (hereinafter referred to as "Lender"), and MDNY HEALTHCARE, INC., a corporation duly created, organized, and existing under and by virtue of the Laws of the State of New York and having its principal office at One Huntington Quadrangle, Suite 4C01, Melville, New York 11747 (hereinafter referred to as "Borrower"). W I T N E S S E T H: WHEREAS, Borrower desires to borrow the sum of $1.0 million and Lender is willing to lend said sum to Borrower upon the terms, provisions and conditions hereinafter set forth; and WHEREAS, the Insurance Law of the State of New York, Sec

Long Island Physician Holdings Corp – STOCK PURCHASE AGREEMENT (February 17th, 2005)

STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 31, 2004, is made between LONG ISLAND PHYSICIAN HOLDINGS CORPORATION, a New York corporation (the "LIPH" or "Buyer"), MDNY HEALTHCARE, INC., a New York corporation ("MDNY" and together with LIPH, the "Buyer Parties"), and CATHOLIC HEALTHCARE NETWORK OF LONG ISLAND, INC., a New York not-for-profit corporation ("CHNLI" or "Seller"). RECITALS A. LIPH owns 907 shares of MDNY's Class A Common Stock, par value $.001, constituting all of MDNY's Class A Common Stock, and CHNLI owns 451 shares of MDNY's Class B Common Stock, par value $.001, constituting all of MDNY's Class B Common Stock. B. LIPH desires to purchase from CHNLI, and CHNLI desires to sell to LIPH, all of the Class B Shares. In connection therewith, LIPH, MDNY and CHNLI desire to cause the resignation of the three Class B Directors

Long Island Physician Holdings Corp – Recovery and Subordination Agreement (February 18th, 2004)

Exhibit 10.17 Recovery and Subordination Agreement THIS AGREEMENT, made and entered into as of the 1~ day of January 2002, by and between MONY HEALTHCARE, INC., a corporation duly created, organized, and existing under and by virtue of the Laws of the State of New York ("MDNY") and each of ISLAND PROFESSIONAL ASSOCIATION I.P.A., INC. a corporation duly created, organized, and existing under and by virtue of the Laws of the State of New York ("Island"), and MERCY MEDICAL CENTER, ST. CATHERINE OF SIENA MEDICAL CENTER, ST. CHARLES HOSPITAL AND REHABILITATION CENTER, ST. FRANCIS HOSPITAL and GOOD SAMARITAN HOSPITAL MEDICAL CENTER, all corporations duly created, organized and existing under and by virtue of the laws of the State of New York ("the Hospitals"), by their agent CATHOLICHEALTH SYSTEM OF LONG ISLAND, INC. (doing business as "Catholic Health Services of Long Island) ("CHS"), a corpora

Long Island Physician Holdings Corp – IPA PARTICIPATION AGREEMENT (February 18th, 2004)

MDNY HEALTHCARE, INC. IPA PARTICIPATION AGREEMENT This Agreement (the "Agreement") is made as of this _____ day of , 2001, by and between MDNY Healthcare, Inc., a business corporation established in accordance with the laws of the State of New York ("MDNY") and Island Practice Association, Inc. d.b.a. Island Professional Association, a business corporation established in accordance with the laws of the State of New York (ALPA@). BACKGROUND WHEREAS, MDNY is licensed and certified as a health maintenance organization ("HJVIO") in accordance with the provisions of Article 44 of the New York Public Health Law; and WHEREAS, IPA is an Independent Practice Association, which has been established to arrange for the delivery or provision of health care services by individuals licensed to practice medicine and other health professions, licensed facilities and, as appropriate, ancill

Long Island Physician Holdings Corp – FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (November 27th, 2001)

Exhibit 10.1.1 FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT This Amendment is made as of this ___ day of January, 1998 by and among MDNY Holdings, LLC, ("MDNY Holdings") a New York limited liability company having an address at One Huntingdon Quadrangle, Suite 4C01, Melville, New York 11747; MDNY Healthcare, Inc. (the "HMO"), a New York health maintenance organization, with its principal place of business at One Huntingdon Quadrangle, Suite 4C01, Melville, New York, 11747; NextStage Healthcare Management of New York, Inc. (the "Manager"), a Delaware corporation, with its principal place of business at One Huntingdon Quadrangle, Suite 4C01, Melville, New York, 11747; Long Island Physician Holdings, LLC ("LIPH"), a New York limited liability company having an address at One Huntingdon Quadrangle, Suite 4C01, Melville, New York, 11747; Catholic Healthcare Network of Long Island, Inc. ("CHNLI"),

Long Island Physician Holdings Corp – EMPLOYMENT AGREEMENT (November 27th, 2001)

Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made this 1st day of January, 2001, by and between MDNY Healthcare, Inc., a corporation, having its principal place of business at One Huntington Quadrangle, Suite 4C01, Melville, New York (the "Company"), and PAUL T. ACCARDI, 91 Darrow Lane, Greenlawn, New York 11740 ("Accardi"). WITNESSETH WHEREAS, the Company is a managed care organization; and WHEREAS, the Company wishes to employ Accardi as Chief Executive Officer, and to utilize his expertise, knowledge and services in that position, and Accardi desires to provide such expertise, knowledge and services to the Company under the terms, conditions and covenants contained in this Agreement. The Company and Accardi also desire that Accardi shall seek to obtain a Masters in Health Policy and Management (a "Ma

Long Island Physician Holdings Corp – SEPARATION AGREEMENT AND GENERAL RELEASE (November 27th, 2001)

Exhibit 10.16 SEPARATION AGREEMENT AND GENERAL RELEASE NEXTSTAGE HEALTHCARE, INC., having offices at One Huntington Quadrangle, Suite 4C01, Melville, NY 11747 (referred to throughout this Agreement as "the Company" or "Employer"), and Richard Radoccia, who currently resides at P.O. Box 1668, Quogue, NY 11959 ("Employee") hereby agree as follows: 1. Last Day of Employment. Employee's last day of employment with the Company shall be April 14, 2000. 2. Entire Agreement. This Separation Agreement and General Release (the "Agreement") sets forth the entire agreement between Company and Employee, and fully supersedes any prior agreements or understandings between Company, or its agents, assignees, officers and directors, and Employee. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision

Long Island Physician Holdings Corp – AGREEMENT (November 27th, 2001)

Exhibit 10.14 AGREEMENT WHEREAS, the Catholic Healthcare Services of Long Island ("CHS") (formerly the Catholic Healthcare Network of Long Island, Inc.) entered into a certain Stock Subscription and Purchase Agreement with Long Island Physician Holdings Corporation ("LIPHC"), dated October 11, 1995, which agreements set forth certain understandings relating to their agreements with each other and their respective relationships and financial obligations to MDNY Healthcare; and WHEREAS, among the provisions of these agreements were certain understandings related to risk-sharing that affected CHS and LIPHC, contained in section 8.5 of the Stock Subscription and Purchase Agreement; and WHEREAS, the parties had agreed to certain risk-sharing obligations relating specifically to a hospital risk pool, by which CHS would bear certain obligations for deficits incurred by

Long Island Physician Holdings Corp – EMPLOYMENT AGREEMENT (November 27th, 2001)

Exhibit 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made this 1 day of January, 2001, by and between MDNY Healthcare, Inc., a corporation, having its principal place of business at One Huntington Quadrangle, Suite 4C01, Melville, New York (the "Company"), and RONALD R. PERRONE, M.D., 357 Pennys Road, Riverhead, New York 11901 ("Perrone"). WITNESSETH WHEREAS, the Company is a managed care organization; and WHEREAS, the Company wishes to employ Perrone as Chief Medical Officer, and to utilize his expertise, knowledge and services in that position, and Perrone desires to provide such expertise, knowledge and services to the Company under the terms, conditions and covenants contained in this Agreement. The Company and Perrone also desire that Perrone shall seek to obtain a Masters in Health Policy and Management (

Long Island Physician Holdings Corp – STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (April 11th, 2001)

Exhibit 10.6 STOCK SUBSCRIPTION AND PURCHASE AGREEMENT THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (this "Agreement") is made this 11th day of October, 1995 by and among Long Island Physician Holdings Corporation, a New York corporation having an address for the conduct of its business at 275 Broadhollow Road, Melville, New York 11747 ("LIPHC"), Catholic Healthcare Network of Long Island, Inc., a New York not-for-profit corporation having an address for the conduct of its business at Good Samaritan Hospital, 1000 Montauk Highway, West Islip, New York 11795 (CHNLI"), and MDLI Healthcare, Inc., a New York corporation having its principal place of business located at 275 Broadhollow Road, Melville, New York 11747 ("MDLI"). W I T N E S S E T H WHEREAS, LIPHC and CHNLI have entered into a letter agreement dated June 27, 1995 relat

Long Island Physician Holdings Corp – AGREEMENT (April 11th, 2001)

Exhibit 10.14 AGREEMENT WHEREAS, Catholic Healthcare Network of Long Island, Inc. ("CHNLI") entered into a certain Stock Subscription and Purchase Agreement with Long Island Physician Holdings Corporation ("LIPHC"), dated October 11, 1995, which agreements set forth certain understandings relating to their agreements with each other and their respective relationships and financial obligations to MDNY Healthcare; and WHEREAS, among the provisions of these agreements were certain understandings related to risk-sharing that affected CHNLI and LIPHC, contained in section 8.5 of the Stock Subscription and Purchase Agreement; and WHEREAS, the parties have agreed to certain risk-sharing obligations relating specifically to a hospital risk pool, by which Catholic Health Services of Long Island, ("CHS"), an affiliate of CHNLI, wou

Long Island Physician Holdings Corp – SEPARATION AGREEMENT AND GENERAL RELEASE (April 11th, 2001)

Exhibit 10.15 SEPARATION AGREEMENT AND GENERAL RELEASE NEXTSTAGE HEALTHCARE, INC., having offices at One Huntington Quadrangle, Suite 4C01, Melville, NY 11747 (referred to throughout this Agreement as "the Company" or "Employer"), and Jay A. Kossman, who currently resides at 26 Turtle Bay Drive, CT, 06405 ("Employee") hereby agree as follows: 1. Last Day of Employment. Employee's last day of employment with the Company shall be April 14, 2000. 2. Entire Agreement. This Separation Agreement and General Release (the "Agreement") sets forth the entire agreement between Company and Employee, and fully supersedes any prior agreements or understandings between Company, or its agents, assignees, officers and directors, and Employee. Employee acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decisio

Long Island Physician Holdings Corp – AGREEMENT (April 11th, 2001)

Exhibit 10.10 MDNY Healthcare, Inc. IPA Participation Agreement AGREEMENT This Agreement (the "Agreement") is dated as of the 26th day of January 1998, by and between MDNY Healthcare, Inc. ("MDNY"), a business corporation established in accordance with the laws of New York and Island Practice Association I.P.A., Inc. ("IPA"), a business corporation established in accordance with the laws of New York. W I T N E S S E T H: WHEREAS, MDNY is licensed and certified as a health maintenance organization ("HMO") in accordance with the provisions of Article 44 of the Public Health Law; and WHEREAS, IPA is an Independent Practice Association, which has been established to arrange for the delivery or provision of health services

Long Island Physician Holdings Corp – SECTION 1307 LOAN AGREEMENT (April 11th, 2001)

Exhibit 10.8 SECTION 1307 LOAN AGREEMENT THIS AGREEMENT, made and entered into as of the 18th day of December, 1997, by and between CATHOLIC HEALTHCARE NETWORK OF LONG ISLAND, INC., a corporation duly created, organized, and existing under and by virtue of the Laws of the State of New York and having its principal office at c/o Catholic Health Services of Long Island, One Huntington Quadrangle, Suite 4C04, Melville, New York 11747 (hereinafter referred to as "Lender"), and MDNY HEALTHCARE, INC., a corporation duly created, organized, and existing under and by virtue of the Laws of the State of New York and having its principal office at One Huntington Quadrangle, Suite 4C01, Melville, New York 11747 (hereinafter referred to as "Borrower"). W I T N E S S E T H: WHEREAS, Borrower desires to borrow the sum of $1.4 millio

Long Island Physician Holdings Corp – SECTION 1307 LOAN AGREEMENT (April 11th, 2001)

Exhibit 10.7 SECTION 1307 LOAN AGREEMENT THIS AGREEMENT, made and entered into as of the ___ day of July, 1998, by and between LIPH, LLC, a limited liability company duly created, organized, and existing under and by virtue of the Laws of the State of New York and having its principal office at One Huntington Quadrangle, Suite 4C01, Melville, New York, 11747 (hereinafter referred to as "Lender"), and MDNY HEALTHCARE, INC., a corporation duly created, organized, and existing under and by virtue of the Laws of the State of New York and having its principal office at One Huntington Quadrangle, Suite 4C01, Melville, New York 11747 (hereinafter referred to as "Borrower"). W I T N E S S E T H: WHEREAS, Borrower desires to borrow the sum of $1.0 million and Lender is willing to lend said sum to Borrower upon the terms, provisions

Long Island Physician Holdings Corp – SUBORDINATED NOTE (April 11th, 2001)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. SUBORDINATED NOTE $1,400,000 New York, New York As of December 18, 1997 FOR VALUE RECEIVED, MDNY HEALTHCARE INC., a New York corporation ("Borrower"), hereby promises to pay to the order of CATHOLIC HEALTH CARE NETWORK OF LONG ISLAND INC., a New York corporation ("Lender"), the principal sum of ONE MILLION FOUR HUNDRED THOUSAND AND 00/100 DOLLARS

Long Island Physician Holdings Corp – MDNY-IPA RECONCILIATION AGREEMENT (April 11th, 2001)

Exhibit 10.13 MDNY HEALTHCARE MDNY-IPA RECONCILIATION AGREEMENT AGREEMENT, dated as of May __, 2000 (the "Agreement"), by and among MDNY Healthcare, Inc, a New York corporation ("MDNY"), Island Practice Association I.P.A., Inc. (d/b/a "Island Professional Association, I.P.A."), a New York corporation("IPA"), Catholic Healthcare Network of Long Island, Inc., a New York not-for-profit corporation ("CHNLI"), and Long Island Physician Holdings Corporation, a New York corporation ("LIPH") (collectively, "the parties"). WHEREAS, MDNY is a health maintenance organization, certified in accordance with the provisions of Article 44 of the Public Health Law; WHEREAS, all of the shares of MDNY are currently owned by LIPH and CHNLI and all of the shares of IPA are currently owned by

Long Island Physician Holdings Corp – REINSURANCE AGREEMENT (April 11th, 2001)

Exhibit 10.12 PREFERRED LIFE Insurance Company of New York 152 West 57th Street, 18TH Floor New York, New York, 10019 REINSURANCE AGREEMENT between PREFERRED LIFE INSURANCE COMPANY OF NEW YORK New York, New York (hereinafter referred to as "Preferred Life") and MDLI HEALTHCARE, INC. FOR POINT OF SERVICE ENROLLEES Melville, New York (hereinafter referred to as "Plan") January 1, 1999 RENEWAL REINSURANCE POLICY NUMBER 17055-037

Long Island Physician Holdings Corp – REINSURANCE AGREEMENT (April 11th, 2001)

Exhibit 10.11 Preferred Life Insurance Company of New York 152 West 57th Street, 18th Floor New York, New York 10019 REINSURANCE AGREEMENT between PREFERRED LIFE INSURANCE COMPANY OF NEW YORK New York, New York (hereinafter referred to as "Preferred Life") and MDNY HEALTHCARE, INC. Melville, New York (hereinafter referred to as "Plan") January 1, 1999 RENEWAL REINSURANCE POLICY NUMBER 17055-036 Tax I.D.