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Exhibit 10.6
MANAGEMENT AGREEMENT
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THIS AGREEMENT is made effective the 4th day of August, 1995 by and between
FIRST NEW ENGLAND DENTAL CENTERS, INC. , a Delaware corporation, having its
place of business at 00 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 ("First Dental"), and XXXXXX AND XXXXXX, D.M.D., P.C., a Massachusetts
professional corporation, having its place of business at c/o First New England
Dental Centers, Inc., 00 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 ("Dental Group").
WHEREAS, Dental Group has been incorporated under the laws of the
Commonwealth of Massachusetts to render dental and related services to patients
of Dental Group;
WHEREAS, Dental Group desires to establish and operate a practice of
dentistry and related services in the northeast United States region (the
"Practice") at the locations specified in EXHIBIT A from time to time (the
"Premises"); and
WHEREAS, Dental Group will use and occupy the Premises for the conduct of
the Practice pursuant to lease, sublease, license, sublicense, or use
agreement(s) with First Dental (the "Sublease Agreement(s)"), which Sublease
Agreement(s) shall be attached hereto and incorporated in EXHIBIT B from time to
time as executed by the parties;
WHEREAS, Dental Group desires to license from First Dental the use of the
equipment specified in EXHIBIT C attached hereto and incorporated herein by
reference (the "Equipment"), and the use of the office furnishings and leasehold
improvements specified in EXHIBIT D attached hereto and incorporated herein by
reference (the "Furnishings"), and to obtain purchasing, administrative and
management services for the Practice from First Dental; and
WHEREAS, First Dental desires to provide Dental Group with the use of the
Premises and the Equipment and Furnishings for the Practice, and to provide
certain purchasing administrative and management services to Dental Group.
NOW THEREFORE, in consideration of the mutual premises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
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1. Representations and Warranties.
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1.1. REPRESENTATIONS AND WARRANTIES OF FIRST DENTAL. First Dental
hereby represents and warrants to Dental Group that at all times during the term
of this Agreement:
(a) First Dental is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
1.2. REPRESENTATIONS AND WARRANTIES OF DENTAL GROUP. Dental Group
hereby represents and warrants to First Dental that at all times during the term
of this Agreement:
(a) Dental Group is a professional corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts.
(b) Each of the dentists or specialists (the "Dental Group Personnel")
employed or engaged by Dental Group to render services in the Practice is duly
licensed, certified, or registered, as applicable, to render the services for
which he or she has been employed or engaged by Dental Group.
(c) Dental Group will establish and enforce procedures to ensure that
proper and complete dental records are maintained regarding all patients of the
Practice as required by applicable law and by the rules and regulations of any
third party payors with which Dental Group may contract or affiliate. To the
extent permitted by law, Dental Group shall provide access to First Dental to
such books and records of Dental Group as may be necessary to carry out the
terms, conditions, and purposes of this Agreement.
2. License of the Furnishings and Equipment.
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2.1. TITLE AND MAINTENANCE. During the term of this Agreement, First
Dental grants to Dental Group the exclusive right to use the Premises, Equipment
and Furnishings specified in, respectively, Exhibits B, C and D hereto on the
terms and conditions hereinafter set forth. Dental Group shall use, and shall
cause Dental Group Personnel to use, the Premises, Equipment and Furnishings
only in connection with the Practice. Leasehold rights to the Premises, as well
as title to the Equipment and Furnishings, including any improvements thereto,
shall be and remain in First Dental at all times. Dental Group agrees to take no
action that would adversely affect First Dental's title to or interest in the
Premises, Equipment and Furnishings. During the term of this Agreement, Dental
Group shall be responsible for maintaining the Premises, Equipment and
Furnishings in good condition and repair, reasonable wear and tear from normal
use excepted, including, where necessary, the replacement or substitution of
parts. All maintenance, repair
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and replacement, if necessary, of the Premises, Equipment and Furnishings shall
be performed by First Dental, on behalf of Dental Group, in accordance with
paragraph 3.1 of this Agreement. Dental Group agrees to assume the cost and
expense of all supplies used in connection with the Premises, Equipment, and
Furnishings, and Dental Group agrees to make the Premises, Equipment and
Furnishings available for inspection by First Dental at any reasonable time.
2.2. LIENS, ENCUMBRANCES, ETC. Dental Group shall not directly or
indirectly create, permit or suffer to exist any mortgage, security interest,
attachment, writ or other lien or encumbrance on the Premises, Furnishings or
Equipment, and will promptly and at its own expense, discharge any such lien or
encumbrance which shall arise, unless the same shall have been created or
approved by First Dental.
2.3. RETURN OF FURNISHINGS AND EQUIPMENT. Upon the termination or
expiration, as applicable, of this Agreement, First Dental shall retain all
Furnishings and Equipment, and Dental Group will relinquish control thereof and
of the Premises free and clear of all liens, encumbrances, and right of others
(save those created or approved by First Dental).
2.4. ASSIGNMENT. Dental Group shall not assign any of its rights
hereunder to the use of the Premises, Furnishings or Equipment to any third
party, without the prior written consent of First Dental.
2.5. REPORTING. Dental Group shall advise First Dental with respect to
the selection of additional and replacement equipment or furnishings for the
Practice, and with respect to any proposed additions or improvements to the
Premises Equipment or Furnishings. Dental Group will ensure that all Premises,
Equipment and Furnishings are used in a safe and appropriate manner. Dental
Group shall promptly notify First Dental of any defective Equipment or
Furnishings.
3. GENERAL RESPONSIBILITIES OF FIRST DENTAL. First Dental shall have
responsibility for general management and administration of the day-to-day
business operations of Dental Group, exclusive of the dental, professional and
ethical aspects of its dental practice.
3.1. PREMISES, FURNISHINGS AND EQUIPMENT. During the term of this
Agreement, Dental Group engages First Dental and First Dental agrees to perform,
or subcontract for the performance of, all maintenance, repair, and servicing as
may be necessary for the Premises, Equipment and Furnishings to be maintained in
good working condition, reasonable wear and tear excepted.
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3.2. PREMISES. During the term of this Agreement, First Dental agrees
to provide Dental Group with the use of the Premises on the terms and conditions
specified from time to time in EXHIBIT B.
3.3. ADMINISTRATIVE AND MANAGEMENT SERVICES. First Dental shall provide
management and administrative services for the Practice, including but not
limited to the following:
(i) secretarial, reception and clerical functions, including
coordination of patient visits and scheduling of patients;
(ii) business planning, including the recommendation of capital,
operating and cash flow budgets;
(iii) financial management, including selecting independent
auditors to audit the financial operations of Dental Group, causing annual
audited financial statements to be prepared for Dental Group, and providing
to Dental Group the data necessary for Dental Group to prepare and file its
tax returns and make any other necessary governmental filings;
(iv) bookkeeping, accounting, and data processing services;
(v) maintenance of dental records;
(vi) materials management, including the purchase and stocking
of office and dental supplies and pharmaceuticals, and maintenance of
Equipment and Premises;
(vii) administering or causing to be administered any welfare,
benefit or insurance plan or arrangement of Dental Group;
(viii) human resources management, including recruitment of all
personnel, training and management of all non-clinical staff;
(ix) billing and collection, accounts receivable and accounts
payable processing;
(x) utilization and cost management systems;
(xi) evaluating, negotiating and administering, on behalf of
Dental Group, agreements with employers, multi-employer welfare trusts,
third party administrators and other third parties, including third party
payors, managed care entities, institutional health care providers and
vendors;
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(xii) using best efforts to obtain and maintain malpractice and
other agreed upon insurance coverages;
(xiii) advertising, marketing and promotional activities;
(xiv) arranging for necessary legal services except with respect
to any legal dispute between Dental Group and First Dental; and
(xv) performing credentialing support services such as
application processing and information verification.
3.4. STAFF. Subject to the requirements of applicable federal and state
law, First Dental shall, on the terms and conditions specified in this
Agreement, employ or engage and make available to the Practice, on a
non-exclusive basis, sufficient non-dentist professional and administrative
staff (hereinafter referred to collectively as "Staff") as may be reasonably
necessary to operate the Practice in an efficient manner and meet the patient
care needs of the Practice in a timely manner, during the hours of operation of
the Practice by Dental Group. All Staff assigned by First Dental to the Practice
shall be subject to Dental Group's clinical supervision and approval, which
approval shall not be unreasonably withheld. The hiring, firing, disciplining,
and determination of compensation and benefits of such Staff in connection with
services provided to or on behalf of the Practice shall be within the sole
discretion of First Dental; provided, however, that First Dental shall, at
Dental Group's written request, remove from the Practice any Staff member who
does not perform to the reasonable satisfaction of Dental Group.
4. Responsibilities of Dental Group.
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4.1. PROFESSIONAL SERVICES. During the term of this Agreement, Dental
Group shall be solely responsible for, and First Dental shall not exercise any
control over, all aspects of the dental, diagnostic, therapeutic and related
professional services delivered by the Practice and for the selection, training,
professional direction, supervision and employment or engagement of all Dental
Group Personnel. The hiring, firing, credentialing, disciplining, and
determination of compensation and benefits of such Dental Group Personnel shall
be within the sole discretion of Dental Group. First Dental may terminate this
Agreement if Dental Group fails, within thirty (30) days after receiving written
notice from First Dental, to remove from the Practice any Dental Group Personnel
who First Dental determines has materially disrupted or interfered with the
performance of its obligations hereunder.
4.2. TIME COMMITMENT. Dental Group shall conduct the Practice fifty-two
(52) weeks per year, according to a schedule
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mutually determined by First Dental and Dental Group. Dental Group shall provide
Dental Group Personnel in adequate numbers to meet all of the needs, including
emergency needs, of patients of the Practice in a timely and responsive manner.
4.3. QUALITY OF SERVICE. Dental Group shall establish and enforce
procedures to assure the appropriateness, necessity, consistency, quality, cost
effectiveness and efficacy of all professional services provided to patients of
the Practice. Dental Group shall require each of its Dental Group Personnel, and
First Dental shall require each member of its Staff, to participate in and
cooperate with any utilization management, quality assurance, risk management,
patient care assessment, continuous quality improvement, accreditation or other
similar program or study to review the performance of Dental Group Personnel as
may be required by Dental Group, governmental agencies, professional review
organizations, accrediting bodies, or third party payors or health care entities
with which Dental Group may contract or affiliate.
4.4. Billing and Collection.
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(a) Dental Group, or Dental Group's authorized billing agent,
shall xxxx to and collect from patients, third party payors and others for all
services rendered by Dental Group or any Dental Group Personnel in connection
with the Practice. Dental Group hereby appoints First Dental as its agent and
attorney-in-fact for purposes of billing and collecting, in Dental Group's name
and on Dental Group's behalf, for all such professional services rendered in
connection with the Practice. First Dental shall issue bills for all such
services within thirty (30) days after such services are rendered, and First
Dental shall use its best, good faith and diligent efforts to collect for all
such services as promptly as may be reasonably practicable.
(b) All of the payments with respect to Dental Group services
shall be made by cash, credit card, check (or electronic funds transfer) payable
to Dental Group and shall be deposited into a lock box account in the name of
Dental Group (the "Practice Account") with a bank mutually agreed upon by the
parties and whose deposits are insured by the FDIC (the "Account Bank").
Withdrawals from such Practice Account shall require the joint signatures of an
authorized agent of Dental Group and an authorized agent of First Dental. Dental
Group shall direct Account Bank in writing to transfer all amounts in the
Practice Account at the end of each business day of the Account Bank, or with
such other frequency as First Dental may direct, to an account designated by
First Dental ("Manager's Account"). Dental Group agrees that it will not take
any action that interferes with the transfer of funds from the Dental Account to
the Manager's Account as provided in this Section nor will Dental Group or its
agents remove, withdraw or authorize the removal or
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withdrawal of any funds from the Practice Account for any purpose except to
accomplish the transfer of funds provided in this Section.
(c) Dental Group shall promptly endorse and deliver to First
Dental all payments, notes, checks, money orders, insurance proceeds,
remittances and other evidences of indebtedness or payment received by Dental
Group with respect to all accounts, contract rights, instruments, documents, or
other rights to payment from time to time arising from the rendering of medical
services by Dental Group and Dental Group Personnel or otherwise relating to the
business of Dental Group after the Effective Date, together with any guarantees
thereof or securities therefor which are generated during the term of this
Agreement. Such collections shall be deposited in the Practice Account by First
Dental.
(d) Dental Group and Dental Group Personnel hereby authorize First
Dental to initiate legal proceedings in the name of Dental Group to collect any
accounts and monies owed to Dental Group or any of Dental Group Personnel or to
enforce the rights of Dental Group and Dental Group Personnel as creditors under
any contract or in connection with the rendering of any service hereunder, and
to contest adjustments and denials by governmental agencies (or their fiscal
intermediaries) or third-party payors. All adjustments made for uncollectible or
doubtful accounts, charity care, professional courtesies and other activities
that do not generate a collectible fee shall be determined by First Dental in
its reasonable judgment for purposes of financial reporting.
(e) Dental Group shall provide written notice to First Dental at
least thirty (30) days in advance of any proposed change in its charges. If
First Dental objects in writing to any such proposed revised charge, Dental
Group shall consult with First Dental regarding the appropriate level of such
charge before said charge shall go into effect.
[Confidential Treatment has been requested for Section 5. It has been
omitted and filed separately with the Securities and Exchange Commission.]
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6. Regulatory Matters.
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(a) Dental Group Personnel shall at all times be free, in their sole
discretion, to exercise their professional/dental judgment on behalf of patients
of Dental Group. No provision of this Agreement is intended, nor shall it be
construed, to permit First Dental to affect or influence the professional/dental
judgment of any Dental Group Personnel. To the extent that any act or service
required or permitted of First Dental by any provision of this Agreement may be
construed or deemed to constitute the practice of dentistry, the ownership or
control of a dental practice, or the operation of a dental or health care
facility, said provision of this Agreement shall be void AB INITIO and the
performance of said act or service by First Dental shall be deemed waived by
Dental Group.
(b) The parties agree to cooperate with one another in the fulfillment
of their respective obligations under this Agreement, and to comply with the
requirements of law and with all ordinances, statutes, regulations, directives,
orders, or other lawful enactments or pronouncements of any federal, state,
municipal, local or other lawful authority applicable to the Practice, and of
any insurance company insuring the Premises or
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the parties against liability for accident or injury in or upon the Premises.
7. Insurance.
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7.1. GENERAL COMPREHENSIVE LIABILITY INSURANCE. During the term of this
Agreement, First Dental shall obtain and maintain, at Dental Group's PRO RATA
expense, a comprehensive general liability insurance policy and such other
insurance as may be required, in such amounts, with such coverages and with such
companies as First Dental may reasonably determine.
7.2. EQUIPMENT INSURANCE. First Dental shall cause to be carried and
maintained insurance against all risks of physical loss or damage to the
Equipment in an amount not less than the original purchase price or the
replacement cost with like kind and quality at the time of loss, with such
companies and as First Dental shall reasonably determine.
7.3. MALPRACTICE INSURANCE. During the term of this Agreement, First
Dental shall use its best efforts to obtain and maintain, at Dental Group's
expense, professional liability insurance covering Dental Group, and each Dental
Group Personnel, with limits of $1 million per occurrence and $3 million in the
annual aggregate. In the event Dental Group has a "claims made" form of
insurance in effect at any time during the term of this Agreement, First Dental
shall obtain, at Dental Group's expense, full "tail" coverage to cover any event
that may have occurred during the term of this Agreement. Dental Group shall
provide to First Dental any information with respect to Dental Group or Dental
Group Personnel necessary for First Dental to secure such professional liability
insurance.
8. INDEMNIFICATION. Except to the extent paid from the proceeds of
available insurance, each party (and its affiliates) agrees to indemnify and
hold the other party (and its affiliates) harmless against any loss, cost, suit,
claim, action, cause of action, damage, obligation, contract, demand, liability,
judgment, verdict, settlement or expense (including reasonable attorney's and
other consultancy fees and court costs) arising out of any act or omission of
the indemnifying party, its employees, agents or affiliates that occurs in
connection with this Agreement.
9. NON-SOLICITATION. Dental Group agrees not to solicit the employment of,
or to employ, any employee of First Dental or its affiliates, including but not
limited to any member of the Staff provided by First Dental to Dental Group
hereunder, during the term of this Agreement, and for a period of one (1) year
from the date of termination or expiration of this Agreement. Dental Group
agrees not to solicit contractual arrangements with, or business of any kind
from, any subscribers or health insurance clients of First Dental (or First
Dental affiliates) who reside,
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work or are located within a ten (10) mile radius of the Practice, for a period
of one (1) year from the date of termination or expiration of this Agreement.
10. NON-COMPETE. During the term of this Agreement, Dental Group and each
of Dental Group Personnel shall not, without the express written consent of
First Dental directly or indirectly, in whole or in part, own, manage, operate,
join, control, participate in the ownership, management, operation or control
of, contract with, be employed by, or be connected with in any manner, any
business engaged in the same or similar activities engaged in by First Dental or
Dental Group, or which directly or indirectly competes with First Dental or
Dental Group.
If any part of paragraph 9 or 10 of this Agreement should be
determined by a court of competent jurisdiction to be unreasonable in nature,
duration, geographic area, or scope, then this Agreement is intended to and
shall extend only for such period of time, in such area and with respect to such
activity, as is determined by said court to be reasonable.
11. DISCLOSURE OF INFORMATION. Dental Group recognizes and acknowledges
that all records, files, reports, protocols, policies, manuals, data bases,
processes, procedures, computer systems, materials and other documents used by
First Dental (or its affiliates) in rendering services hereunder, or relating to
the operations of First Dental (or its affiliates), belong to and shall remain
the property of First Dental and constitute proprietary information and trade
secrets that are valuable, special, and unique assets of First Dental business.
Dental Group shall not, and shall assure that each Dental Group Personnel shall
not, during or after the term of this Agreement, disclose any proprietary
information or trade secrets of First Dental (or its affiliates) to any other
firm, person, corporation, association, or other entity for any reason or
purpose whatsoever, without the written consent of First Dental or its
respective affiliate.
12. DENTAL GROUP COVENANTS. Dental Group agrees, at all times during the
term of this Agreement, not to amend its Articles of Organization or By-laws.
13. Term and Termination.
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(a) The term of this Agreement shall be for thirty (30) years
commencing on the date first written above, unless sooner terminated as set
forth herein, and shall automatically renew for successive five (5) year terms
unless either party gives the other at least ninety (90) days' prior written
notice of its intention not to renew prior to the expiration of the then current
term.
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(b) Either party may terminate this Agreement immediately upon the
occurrence of any of the following events with regard to the other party: (i)
the making of a general assignment for the benefit of creditors; (ii) the filing
of a voluntary petition or the commencement of any proceeding by either party
for any relief under any bankruptcy or insolvency laws, or any laws relating to
the relief of debtors, readjustment of indebtedness, reorganization, composition
or extension; (iii) the filing of any involuntary petition or the commencement
of any proceeding by or against either party for any relief under any bankruptcy
or insolvency laws, or any laws relating to the relief of debtors, readjustment
of indebtedness, reorganization, composition or extension, which such petition
or proceeding is not dismissed within ninety (90) days of the date on which it
is filed or commenced; or (iv) suspension of the transaction of the usual
business of either party for a period in excess of thirty (30) days.
(c) This Agreement may be terminated by First Dental by written notice
to Dental Group, at any time at or after issuance to First Dental or its
affiliates by the Massachusetts Department of Health Services of a license to
operate a dental or health care facility, or a diagnostic and treatment center,
at the Practice.
(d) First Dental shall terminate this Agreement immediately upon
written notice to Dental Group in the event of termination for any reason of (i)
that certain Revolving Credit Agreement between First Dental and Dental Group of
even date herewith, (ii) any Sublease Agreement between First Dental and Dental
Group, or (iii) any other written agreement between the parties of even date
herewith.
(e) First Dental may terminate this Agreement immediately upon written
notice to Dental Group of any breach of the Stock Transfer Restriction Agreement
of even date herewith between First Dental and the stockholder of Dental Group.
(f) First Dental may terminate this Agreement immediately upon written
notice to Dental Group of any breach of paragraph 12 of this Agreement.
(g) First Dental may terminate this Agreement at any time, with or
without cause, by giving Dental Group ninety (90) days' prior written notice.
(h) Dental Group may terminate this Agreement upon ninety (90) days'
prior written notice to First Dental in the event of a material breach by First
Dental of any material term or condition hereof, if such breach is not cured to
the reasonable satisfaction of Dental Group within ninety (90) days after Dental
Group has given notice thereof to First Dental.
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(i) Upon termination or expiration of this Agreement, Dental Group
shall return to First Dental any and all property of First Dental which may be
in Dental Group's possession or under Dental Group's control.
14. ARBITRATION. Any disputes arising under this Agreement or any breach of
this Agreement, shall be determined by arbitration in the Commonwealth of
Massachusetts in accordance with the commercial rules of the American
Arbitration Association ("Association"), then in effect, by a single arbitrator
selected by mutual agreement of the parties or, if the parties are unable to
agree on an arbitrator, by the Association; provided that this paragraph shall
not restrict the right of either party to institute a legal proceeding to enable
such party to obtain temporary injunctive relief during the pendency of any such
arbitration. A determination of the dispute by the arbitrator shall be final and
binding on the parties to the extent permitted by law, and judgment on any award
rendered by the arbitrator may be entered by any court having jurisdiction
thereof. The prevailing party, if any, in any arbitration under this Agreement
and in any court proceedings to enforce such arbitration or the arbitrator's
award shall be entitled to recover its reasonable attorney's fees and court
costs. The cost of the arbitration, other than attorney's fees and consultancy
fees, shall be borne equally by the parties.
15. STATUS OF PARTIES. In the performance of the work, duties and
obligations under this Agreement, it is mutually understood and agreed that each
party is at all times acting and performing as an independent contractor with
respect to the other and that no relationship of partnership, joint venture or
employment is created by this Agreement.
16. FORCE MAJEURE. Neither party shall be deemed to be in default of this
Agreement if prevented from performing any obligation hereunder for any reason
beyond its control, including but not limited to, Acts of God, war, civil
commotion, fire, flood or casualty, labor difficulties, shortages of or
inability to obtain labor, materials or equipment, governmental regulations or
restrictions, or unusually severe weather. In any such case, the parties agree
to negotiate in good faith with the goal of preserving this Agreement and the
respective rights and obligations of the parties hereunder, to the extent
reasonably practicable. It is agreed that financial inability shall not be a
matter beyond a party's reasonable control.
17. NOTICES. Any notices to be given hereunder by either party to the other
shall be deemed to be received by the intended recipient (a) when delivered
personally, (b) the day following delivery to a nationally recognized overnight
courier service with proof of delivery, or (c) three (3) days after mailing by
certified mail, postage prepaid with return receipt requested, in each case
addressed to the parties at the addresses set forth
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above or at any other address designated by the parties in writing.
18. ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the subject matter of this Agreement. This Agreement may not be changed
orally, and may only be amended by an agreement in writing signed by both
parties.
19. NO RIGHTS IN THIRD PARTIES. This Agreement is not intended to, nor
shall it be construed to, create any rights in any third parties, including,
without limitation, in any Dental Group Personnel.
20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
21. SEVERABILITY. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining provisions of this
Agreement will remain in full force and effect, unless to do so would result in
either party not receiving the benefit of its bargain.
22. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to that term or any other term of
this Agreement.
23. RIGHTS UNAFFECTED. No amendment, supplement or termination of this
Agreement shall affect or impair any rights or obligations which shall have
theretofore matured hereunder.
24. INTERPRETATION OF SYNTAX. All references made and pronouns used herein
shall be construed in the singular or plural, and in such gender, as the sense
and circumstances require.
25. SUCCESSORS. This Agreement shall be binding upon and shall inure to the
benefit of the parties, their respective heirs, executors, administrators and
assigns.
26. FURTHER ACTIONS. Each of the parties agrees that it shall hereafter
execute and deliver such further instruments and do such further acts and things
as may be required or useful to carry out the intent and purpose of this
Agreement and as are not inconsistent with the terms hereof.
27. NON-ASSIGNMENT. Dental Group may not assign this Agreement except with
the prior written approval of First Dental may assign this Agreement after
written notice to Dental Group.
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28. SURVIVAL. Provisions of this Agreement which, by their terms or by
reasonable implication, are to performed after termination or expiration of this
Agreement (including Sections 2.3, 4.4, 5, 7.3, 8, 9, 10, 11 and 14-28) shall
survive termination or expiration of this Agreement.
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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto
affix their signatures below and execute this Agreement under seal.
XXXXXX AND XXXXXX, D.M.D., P.C.
By: /s/Xxxxxx Xxxxxx
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President
FIRST NEW ENGLAND DENTAL CENTERS, INC.
By: /s/Xxxxxx Xxxxxxx
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President
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EXHIBIT A
DESCRIPTION OF PREMISES
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EXHIBIT B
SUBLEASE AGREEMENTS
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EXHIBIT C
EQUIPMENT
19
EXHIBIT D
FURNISHINGS
