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7.3.4 Medical Group's professional liability insurance, as required by this Agreement, is cancelled or terminated without replacement coverage having been secured, 7.3.5 Loss or restriction of Medical Group Provider's privileges at any hospital; 7.3.6 Medical Group or Medical Group Provider fails or refuses to provide or arrange for the provision of Covered Services to Members in a professionally acceptable manner; 7.3.7 Medical Group or Medical Group Provider is suspended or expelled from Medicare, Medicaid or other government programs; 7.3.8 Medical Group Provider fails to meet Company's Credentialing criteria at any time. 7.4 CONSENT NOT REQUIRED — This Agreement may be terminated without the consent of any Member, Participating Provider or any other third party. 7.5 EFFECT OF TERMINATION — Termination will have no effect upon the rights and obligations of the parties arising out of any transactions occurring prior to the effective date of termination. The Medical Group may notify their Members if terminated as a Participating Provider. The Medical Group may accomplish this notice within fifteen (15) working days of issuance of a notice of termination to or from the Company and will provide the Company with a copy of the notification sent to its Members. In addition, the Company shall make a good faith effort to assure that written notice of a termination within fifteen (15) working days of receipt or issuance of a notice of termination is provided to all Members who are seen on a regular basis by the Medical Group. If Medical Group has one or more practitioners who are primary care providers, the Company shall make a good faith effort to assure that notice is provided to all Members of that primary care provider. Medical Group will cooperate with Company in the orderly transfer of Members' care, including records, to other Participating Providers in the applicable Provider Network. The parties will cooperate on promptly resolving any outstanding financial, administrative or patient care issues upon the termination of this Agreement or Medical Group's Participating Provider status in any one or more of Company's Provider Networks. During the term of this Agreement, and following its termination or termination of Medical Group's Participating Provider status in any one or more of Company's Provider Networks, Medical Group agrees to refrain from any action that interferes with the relationship between Company and its existing or prospective Members, or other providers. 7.6 CONTINUATION OF SERVICES AND PAYMENTS — Upon termination of this Agreement without cause, Medical Group will continue to render Covered Services as if still a Participating Provider, to primary care Members until the earliest of the following: 1) the date services being rendered to the Member by Medical Group are completed or medically appropriate provisions have been made for another provider to assume responsibility for providing such services; 2) sixty (60) days following notice to Members of the termination of Medical Group's status as a Participating Provider; or 3) the end of the Member's group health plan open enrollment period. The provision of such services and the reimbursement to Medical Group for these services will be subject to all applicable terms of this Agreement on the same basis as those services provided during the term of this Agreement. 7.7 PRIOR ACTS — In the event of termination of this Agreement, for whatever reason, each party will remain liable for its activities or the activities of its employees or representatives during the term of the Agreement. Asuris MGA Agreement (Rev. 05/2017) A18816854AA Page 14 of 20