Common use of Closing of Repurchase Clause in Contracts

Closing of Repurchase. Except as expressly provided in Section --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. (a) Except as expressly provided in subparagraph (b) below and in Section --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in Section --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in Section --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty sixty (18060) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in Section --------------------- 7.5 8.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d8.4(d) or 7.5(d8.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Managerassumed liability. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens securing indebtedness assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty sixty (18060) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 8.4 or 7.5 8.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in Section --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in Section --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty sixty (18060) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in Section 7.5 --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in If Physician Group purchases the assets pursuant to Section --------------------- 7.5 hereof6.4 or 6.5, Practice Physician Group shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by PracticePhysician Group, which shall be offset against the purchase price. Practice and, if required by law, Physician Group and any Physician associated with Practice, Physician Group shall execute such documents as may be required, (i) for Practice required to assume the liabilities set forth in Section 7.4(d6.4(d) or 7.5(dSection 6.5(c) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager the parties, but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as if the case may beassets are purchased, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof 3.15 or Section 4.9 on such the closing date. If Physician Group chooses not to purchase the assets pursuant to Section 6.5, the termination shall be effective as of the notice date given by Physician Group under Section 6.2(b), at which time the parties shall be released from the restrictive covenants in Section 3.15 and Section 4.9. From and after any termination, each party shall provide the other party with reasonable access to of the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.

Closing of Repurchase. Except as expressly provided in Section 8.5 --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d8.4(d) or 7.5(d8.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Managerassumed liability. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens securing indebtedness assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty sixty (18060) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 8.4 or 7.5 8.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.