Practice and the Sample Clauses

Practice and the. Physician Partners expressly acknowledge and agree that Manager shall have the right to offset from amounts to be transferred to Practice hereunder each month ("Amounts Available for Offset") any amounts from time to time that are due or owing to Parent or Manager or PSC Acquisition Corp. pursuant to Section 7.7 of the Stock Purchase Agreement, with respect to any shortfall in the amount of "Closing Accounts Receivable" thereunder ("A/R Shortfall Amounts"), or pursuant to Section 8.6 of the Stock Purchase Agreement with respect to claims for indemnification under the Stock Purchase Agreement ("Other Amounts"); provided, however, that with respect to Other Amounts, the Amount Available for Offset shall be reduced by an amount equal to the salaries, wages and related employee benefit costs and withholdings of the Practice Employees for such month; and provided, further, that with respect to Other Amounts, the Amount Available for Offset shall be limited in accordance with the provisions of Section 8.6 and Exhibit 8.6 of the Stock Purchase Agreement with respect to each Physician Partner's indemnification obligations under the Stock Purchase Agreement. Any offsets for A/R Shortfall Amounts shall not be so limited. In the event Practice disputes any such offset the matter shall be resolved pursuant to binding arbitration under Section 14.11 below, and all Physician Partners agree to Practice arbitrating on their behalf in such procedure any objections they may have individually.
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Practice and the. Physician Partners expressly acknowledge and agree that Manager shall have the right to offset from amounts to be transferred to Practice hereunder each month ("Amounts Available for Offset") (1) any amounts from time to time that are due or owing to Parent or Manager or PSC Acquisition Corp. pursuant to Section 7.7 of the Original Stock Purchase Agreement, with respect to any shortfall in the amount of "Closing Accounts Receivable" thereunder ("A/R Shortfall Amounts"), or pursuant to Section 8.6 of the Original Stock Purchase Agreement with respect to claims for indemnification under the Original Stock Purchase Agreement ("Other Amounts"); provided, however, that with respect to Other Amounts, the Amount Available for Offset shall be limited in accordance with the provisions of Section 8.6 and Exhibit 8.6 of the Original Stock Purchase Agreement with respect to each Original Partner's indemnification obligations under the Original Stock Purchase Agreement; and (2) any amounts from time to time that are due or owing to Parent or Manager or PSC Acquisition Corp. pursuant to Section 7.6 of the ASA Stock Purchase Agreement, with respect to any shortfall in the amount of "Closing Accounts Receivable" thereunder ("A/R Shortfall Amounts of ASA Physicians") or pursuant to Section 8.6 of the ASA Stock Purchase Agreement with respect to claims for indemnification under the ASA Stock Purchase Agreement ("Other Amounts of ASA Physicians"); provided, further, however, that with respect to Other Amounts and Other Amounts of ASA Physicians, the Amounts Available for Offset shall be reduced by an amount equal to the salaries, wages, and related employee benefit costs and withholdings of Practice employees for such month. Any offsets for A/R Shortfall Amounts or A/R Shortfall Amounts of ASA Physicians shall not be so limited. In the event Practice disputes any such offset the matter shall be resolved pursuant to binding arbitration under Section 14.11 below, and all Physician Partners agree to Practice arbitrating on their behalf in such procedure any objections they may have individually.
Sample 1
Practice and the. Physician Shareholders shall take all actions necessary, including without limitation adjusting Professional Compensation of physicians on at least a quarterly basis, to ensure from time to time that the Professional Compensation paid, distributed or provided to the Physician Shareholders under their employment agreements or otherwise, in the aggregate, never exceeds Practice Surplus.
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Related to Practice and the

  • NOW AND THEREFORE in accordance with the principle of sincere cooperation, mutual benefit and joint development and after friendly negotiations, the parties hereby enter into the following agreements pursuant to the provisions of relevant laws and regulations of the PRC.

  • Services as Placement Agent 1.1 EVD will act as Placement Agent of the Trust Interests covered by the Trust's registration statement then in effect under the 1940 Act. In acting as Placement Agent under this Placement Agent Agreement, neither EVD nor its employees or any agents thereof shall make any offer or sale of Trust Interests in a manner which would require the Trust Interests to be registered under the Securities Act of 1933, as amended (the "1933 Act").

  • COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST The Sub-Adviser agrees to cooperate with and provide reasonable assistance to the Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust pricing agents and all other agents and representatives of the Adviser and the Trust with respect to such information regarding the Fund as such entities may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Canada and the USA A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Opinion of Counsel for the Company and the Operating Partnership At the Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Hunton & Xxxxxxxx LLP and Xxxxxxx LLP, counsel for the Company and the Operating Partnership, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibits X-0, X-0, X-0 and B hereto, respectively.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Placement Agent’s Fee The Company shall pay to Rodman a cash placement fee (the “Placement Agent’s Fee”) equal to 7% of the aggregate purchase price paid by each purchaser of Securities that are placed in the Offering. The Placement Agent’s Fee shall be paid at the closing of the Offering (the “Closing”) from the gross proceeds of the Securities sold.

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