Common use of Term and Termination of Services Clause in Contracts

Term and Termination of Services. (a) Subject to Section 7.1(c) and except as otherwise set forth in Exhibit A, each of the Services shall be provided for the term specified in Section 7.1(b); provided that CareTrust shall have the right to terminate one or more of the Services that it receives under this Agreement at the end of a designated month by giving Ensign at least thirty (30) calendar days’ prior written notice of such termination. Except as otherwise agreed, each Service may only be terminated as a whole, and partial termination of a Service shall not be permitted without the prior approval of Ensign, such approval not to be unreasonably withheld or delayed. The Parties shall cooperate with each other in good faith in their efforts to reasonably effect early termination of Services, including, where applicable, partial termination, and to agree in good faith upon appropriate reduction of the charges hereunder in connection with such early termination. (b) Except as set otherwise forth in Exhibit A, the provision of Services under this Agreement shall terminate upon the earlier of (a) the cessation of all Services pursuant to Section 7.1(a), or (b) the first anniversary of the Distribution Date; provided that CareTrust shall have the one-time right to extend the provision of Services under this Agreement until the second anniversary of the Distribution Date by providing Ensign with written notice thereof at least sixty (60) calendar days prior to the first anniversary of the Distribution Date. This Agreement, except for Section 2.1 and Section 2.2, shall survive the termination of Services, and any such termination shall not affect any payment obligation for Services rendered prior to termination. (c) Notwithstanding the foregoing: (i) the Parties may terminate the provision of Services under this Agreement by mutual written consent and (ii) the Parties each reserve the right to immediately terminate the provision of Services under this Agreement by written notice to the other Party in the event that such other Party shall have (A) applied for or consented to the appointment of a receiver, trustee or liquidator; (B) admitted in writing an inability to pay debts as they mature; (C) made a general assignment for the benefit of creditors; or (D) filed a voluntary petition, or have filed against it a petition, for an order of relief under the Bankruptcy Code.

Term and Termination of Services. (a) Subject to Section 7.1(c) and except as otherwise set forth in Exhibit A, each of the Services shall be provided for the term specified in Section 7.1(b); provided that CareTrust shall have the right to terminate one or more of the Services that it receives under this Agreement at the end of a designated month by giving Ensign at least thirty (30) calendar days’ prior written notice of such termination. Except as otherwise agreed, each Service category of Services may only be terminated as a whole, and partial termination of a Service any Services shall not be permitted without the prior approval of Ensign, such approval not to be unreasonably withheld or delayed. The Parties shall cooperate with each other in good faith in their efforts to reasonably effect early termination of Services, including, where applicable, partial termination, and to agree in good faith upon appropriate reduction of the charges hereunder in connection with such early termination. (b) Except as set otherwise forth in Exhibit A, the provision of Services under this Agreement shall terminate upon the earlier of (a) the cessation of all Services pursuant to Section 7.1(a), or (b) the first anniversary of the Distribution DateEffective Time; provided that CareTrust shall have the one-time right to extend the provision of Services under this Agreement until the second anniversary of the Distribution Date Effective Time by providing Ensign with written notice thereof at least sixty (60) calendar days prior to the first anniversary of the Distribution DateEffective Time. This Agreement, except for Section 2.1 and Section 2.2, shall survive the termination of Services, and any such termination shall not affect any payment obligation for Services rendered prior to termination. (c) Notwithstanding the foregoing: (i) the Parties may terminate the provision of Services under this Agreement by mutual written consent and (ii) the Parties each reserve the right to immediately terminate the provision of Services under this Agreement by written notice to the other Party in the event that such other Party shall have (A) applied for or consented to the appointment of a receiver, trustee or liquidator; (B) admitted in writing an inability to pay debts as they mature; (C) made a general assignment for the benefit of creditors; or (D) filed a voluntary petition, or have filed against it a petition, for an order of relief under the Bankruptcy Code.