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and Vera PC not less than one hundred eighty(180)days advance written notice of its intention to <br /> terminate this Agreement. <br /> If this Agreement terminates under this Section 9.2, Employer and Vera agree to reasonably <br /> cooperate to assist in a smooth transition to an alternate service provider. If the termination occurs <br /> under Section 9.2(c), then Employer also agrees to reimburse Vera and Vera PC for reasonable <br /> costs associated with such transition. <br /> 9.3 Termination by Vera or Vera PC. Vera or Vera PC may terminate this Agreement <br /> as follows: <br /> (a) In the event Employer defaults in the performance of any payment <br /> obligation pursuant to this Agreement, and such default continues for a period of thirty (30) days <br /> after Vera has provided written notice thereof to Employer, Vera or Vera PC may terminate this <br /> Agreement without further notice. <br /> (b) In the event Employer materially defaults in the performance of any duty or <br /> obligation imposed upon it by this Agreement other than a payment default, and such default <br /> continues for a period of thirty (30) days after Vera has provided Employer with written notice <br /> thereof, Vera or Vera PC may terminate this Agreement without further notice. <br /> (c) In the event of the filing of a petition in voluntary bankruptcy or an <br /> assignment for the benefit of creditors by Employer, or upon other action taken or suffered, <br /> voluntarily or involuntarily,under any federal or state law for the benefit of creditors of Employer, <br /> except for the filing of a petition in involuntary bankruptcy against Employer which is dismissed <br /> within thirty (30) days thereafter. <br /> 10. General Provisions. <br /> 10.1 Assignment. Neither party shall assign its respective rights and obligations <br /> hereunder without the written consent of the other, and any such assignment in violation of this <br /> section shall be considered void and a material default under this Agreement. Among the other <br /> instances which may constitute an assignment of this Agreement,the parties agree that transfer of <br /> control of or a majority ownership interest in either Vera or Vera P.C. or transfer of substantially <br /> all of the assets of either or both of such entities to persons other than the owners of such interests <br /> and assets as of the Effective Date is deemed an assignment of this Agreement. Notwithstanding <br /> the above, Vera or Vera P.C. may assign its rights and obligations under this Agreement in <br /> connection with the sale or transfer by way of merger, consolidation or other similar transaction, <br /> of all or substantially all of its assets to any third party or affiliate if and only if: (a)the proposed <br /> assignee (or resulting entity) has substantial experience in healthcare and Employer is provided <br /> evidence of such experience; (b)the proposed assignee(or resulting entity)provides evidence that <br /> it has the financial capability to undertake the obligations of the Agreement; (c) the proposed <br /> assignee (or resulting entity) assumes all of assignor's obligations under the Agreement; and (d) <br /> 13 <br />