Common use of Prior Acts Coverage Clause in Contracts

Prior Acts Coverage. Prior to the Closing, Seller shall use best efforts to obtain the malpractice polices and loss run reports for the Transferred Providers, including those insured by “slotted” policies. After review by Acquirors of the policies and reports submitted by Seller, PC Buyer shall have the right to require, after consultation with Selling Group, the Transferred Provider in question to (a) change insurance carriers (if not insured by an admitted carrier in the State of New York), (b) obtain prior acts coverage to the extent that the Transferred Provider in question does not have coverage for a period of time at least as long as the statute of limitations for medical malpractice in the State of New York for an adult patient, or (c) obtain increased medical malpractice coverage with limits up to One Million Three Hundred Thousand Dollars ($1,300,000) per occurrence and Three Million Nine Hundred Thousand Dollars ($3,900,000) in the annual aggregate, as applicable. In the event Acquirors determine in good faith that either of the foregoing options is not commercially reasonable, Acquirors shall have the right, upon consultation with Selling Group, to terminate the employment of the Transferred Provider in question. The foregoing obligations of Selling Group and the costs associated with actions taken under subsections (a), (b), and (c) herein, shall hereinafter be defined as “Selling Group’s Prior Acts Liabilities”. To the extent permitted by such individual based policy(ies), each Provider shall appoint PC Buyer, or an employee of PC Buyer or an Affiliate of PC Buyer, as his or her program administrator.

Prior Acts Coverage. Prior to the Closing, PC Seller shall use best efforts to obtain the malpractice polices and loss run reports for the Transferred Providers, including those insured by “slotted” policies. After review by Acquirors of the policies and reports submitted by PC Seller, PC Buyer shall have the right to require, after consultation with Selling Group, the Transferred Provider in question to (a) change insurance carriers (if not insured by an admitted carrier in the State of New York), (b) obtain prior acts coverage to the extent that the Transferred Provider in question does not have coverage for a period of time at least as long as the statute of limitations for medical malpractice in the State of New York for an adult patient, or (c) obtain increased medical malpractice coverage with limits up to One Million Three Hundred Thousand Dollars ($1,300,000) per occurrence and Three Million Nine Hundred Thousand Dollars ($3,900,000) in the annual aggregate, as applicable. In the event Acquirors determine in good faith that either of the foregoing options is not commercially reasonable, Acquirors shall have the right, upon consultation with Selling Group, to terminate the employment of the Transferred Provider in question. The foregoing obligations of Selling Group and the costs associated with actions taken under subsections (a), (b), and (c) herein, shall hereinafter be defined as “Selling Group’s Prior Acts Liabilities”. To the extent permitted by such individual based policy(ies), each Provider shall appoint PC Buyer, or an employee of PC Buyer or an Affiliate of PC Buyer, as his or her program administrator.Selling

Prior Acts Coverage. Prior to the Closing, PC Seller shall use best efforts to obtain the malpractice polices and loss run reports for the Transferred Providers, including those insured by “slotted” policies. After review by Acquirors of the policies and reports submitted by PC Seller, PC Buyer shall have the right to require, after consultation with Selling Group, the Transferred Provider in question to (a) change insurance carriers (if not insured by an admitted carrier in the State of New York), (b) obtain prior acts coverage to the extent that the Transferred Provider in question does not have coverage for a period of time at least as long as the statute of limitations for medical malpractice in the State of New York for an adult patient, or (c) obtain increased medical malpractice coverage with limits up to One Million Three Hundred Thousand Dollars ($1,300,000) per occurrence and Three Million Nine Hundred Thousand Dollars ($3,900,000) in the annual aggregate, as applicable. In the event Acquirors determine in good faith that either of the foregoing options is not commercially reasonable, Acquirors shall have the right, upon consultation with Selling Group, to terminate the employment of the Transferred Provider in question. The foregoing obligations of Selling Group and the costs associated with actions taken under subsections (a), (b), and (c) herein, shall hereinafter be defined as “Selling Group’s Prior Acts Liabilities”. To the extent permitted by such individual based policy(ies), each Provider shall appoint PC Buyer, or an employee of PC Buyer or an Affiliate of PC Buyer, as his or her program administrator.