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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A <br /> representatives of both parties. <br /> 6.2 Termination: This Agreement may be terminated as follows: <br /> 6.2.1 For Cause: By either party hereto in the event the other party breaches any of its <br /> material obligations hereunder; provided, however, that the defaulting party shall have thirty(30) <br /> days to correct such breach after written notice is given by such non-breaching party specifying <br /> the alleged breach; <br /> 6.2.2 Insolvency: By either party hereto in the event the other party (i) is adjudicated <br /> insolvent, under state and/or federal regulation, or makes an assignment for the benefit of <br /> creditors; (ii) files or has filed against it, or has an entry of an order for relief against it, in any <br /> voluntary or involuntary proceeding under any bankruptcy, insolvency, reorganization or <br /> receivership law, or seeks relief as therein allowed, which filing or order shall not have been <br /> vacated within sixty (60) calendar days from the entry thereof; (iii) has a receiver appointed for <br /> all or a substantial portion of its property and such appointment shall not be discharged or <br /> vacated within sixty (60) calendar days of the date thereof; (iv) is subject to custody, attachment <br /> or sequestration by a court of competent jurisdiction that has assumed of all or a significant <br /> portion of its property; or (v) ceases to do business or otherwise terminates its business <br /> operations, is declared insolvent or seeks protection under any bankruptcy, receivership, trust <br /> deed, creditors arrangement or similar proceeding; <br /> 6.2.3 Non Appropriation: Notwithstanding the language in section 5.6.1, and section <br /> 6.2.2, Envision acknowledges that Plan Sponsor is a governmental entity, and the validity of this <br /> Agreement is based upon the availability of public funding under the authority of its statutory <br /> mandate. In the event that public funds are unavailable and not appropriated for the performance <br /> of Plan Sponsor's obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to Plan Sponsor immediately upon written notice to Envision of the <br /> unavailability and non-appropriation of public funds. <br /> 6.2.4 Failure to Pay: By Envision, in addition to any other remedy available to <br /> Envision hereunder, in the event Plan Sponsor fails to pay Envision according to terms of this <br /> Agreement. <br /> 6.2.5. For Convenience: After the first Contract Year, Plan Sponsor may terminate this <br /> Agreement without cause, by notifying Envision, in writing, at least ninety (90) days prior to the <br /> effective date of termination. In the event Plan Sponsor terminates under this Section 6.2.5 prior <br /> to the end of the Initial Term, Plan Sponsor acknowledges and agrees to reimburse Envision for <br /> the Consultant Fees provided on a pro-rata basis set forth in Exhibit 2. <br /> 6.3 Notices: All notices required in this Section 6 shall be reasonably specific concerning the <br /> cause for termination and shall specify the effective date and time of termination. <br /> 6.4 Effect of Termination: Termination of this Agreement for any reason shall not release <br /> any party hereto from obligations incurred under this Agreement prior to the date of termination. <br /> Except as otherwise agreed, in writing, no services shall be provided by Envision after the <br /> \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 14 of 41 <br />