Disposition of Practices Clause Samples

Disposition of Practices. The Company will use its commercially reasonable efforts to (i) complete the termination of all of its management relationships with all of its Ophthalmology and Optometry Practices (including the Corporate Optometry practices), including any practice that the Company is obligated under a contract or otherwise to purchase, all of which Ophthalmology and Optometry Practices (including the Corporate Optometry practices) are set forth in Section 6.12 of the Company Disclosure Schedule (the "Practices"); provided, however, that such Practices shall not include for the purposes of this Section 6.12 the Company's Talb▇▇▇ ▇▇▇ration in Arizona ("Talb▇▇▇") ▇f the Parent and the Company agree in writing within 45 days from the date hereof to maintain Talb▇▇▇ ▇▇▇ (ii) transfer all of the assets and leases relating to the Practices back to the Practices and cause or have an agreement which will cause all of such Practices to assume all liabilities and obligations relating to such Practices (collectively, the "Practice Dispositions"), on such terms which are satisfactory to the Parent, pursuant to which the Company shall obtain releases from the Practices containing language substantially the same as set forth on Annex J hereto whereby the Company will be unconditionally and irrevocably released and forever discharged from all rights, claims, demands, obligations, liabilities and damages (collectively, the "Obligations"), whether accrued or unaccrued, asserted or unasserted and whether known or unknown relating to or in connection with the Company's arrangements and agreements with the Practices which ever existed, now exist or may hereafter exist, except with respect to any Obligations incurred after the Effective Time pursuant to ongoing relationships with Practices approved by Parent. The Company will cancel any options to purchase the Company's securities held by such Practices or their stockholders, affiliates or related parties in connection with the Practice Dispositions, effective no later than the date of the closing of such Practice Dispositions. The net proceeds received by the Company in connection with the Practice Dispositions will be used substantially by the Company to reduce the amount outstanding under the Existing Credit Agreement and for operations and the settlement of debts approved by the Company Bank and Parent.