Common use of Repurchase of Assets Clause in Contracts

Repurchase of Assets. Upon the termination of this Agreement prior to the end of the term of this Agreement (other than a termination by Practice pursuant to Section 6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iii)), Manager shall have the additional right to require Practice to repurchase the FFE located at the Medical Offices, other items of personal property purchased or leased by Manager for specific use at the Medical Offices and all intangible assets of Manager which are related to the Practice, including but not limited to, leases, phones, the name "ENT Associates" and goodwill, from Manager at a repurchase price equal to $1,188,724.20 minus the product of (x) $118,872.42, and (y) the number of years of the term of the Agreement which have been completed and for which the management fee has been paid at the time of such termination. Exercise of this right by Manager shall be accomplished by written notice to Practice within thirty (30) days after the termination of this Agreement. Such notice of exercise shall also specify a time and date for a closing to be held to consummate such purchase and sale, such closing to be within ninety (90) days after the termination of this Agreement at the offices of Manager in New Jersey, or such other location as Manager shall designate in such written notice. At the closing Practice shall purchase such assets by delivery of cash or immediately available funds, against delivery of a bill xx sale and other assignments and appropriate instruments of conveyance from Manager transferring all its right, title or interest in or to same free and clear of all liens or security interests created by Manager or Parent; provided, however, Practice shall be entitled to receive a credit against the amount of the repurchase price for any outstanding amounts payable pursuant to the Debenture upon surrender of the Debenture to Manager for cancellation. The repurchase requirements contained in this paragraph are in addition to, and not in lieu of, any other rights and remedies that Manager may have under any other agreements.

Repurchase of Assets. Upon the termination of this Agreement prior to the end of the term of this Agreement (other than a termination by Practice pursuant to Section 6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iii)), Manager shall have the additional right to require Practice to repurchase the FFE located at the Medical Offices, other items of personal property purchased or leased by Manager for specific use at the Medical Offices and all intangible assets of Manager which are related to the Practice, including but not limited to, leases, phones, the name "ENT Associates" and goodwill, from Manager at a repurchase price equal to $1,188,724.20 minus the product of (x) $118,872.42, and (y) the number of years of the term of the Agreement which have been completed and for which the management fee has been paid at the time of such terminationset forth on Exhibit 6.4. Exercise of this right by Manager shall be accomplished by written notice to Practice within thirty (30) days after the termination of this Agreement. Such notice of exercise shall also specify a time and date for a closing to be held to consummate such purchase and sale, such closing to be within ninety (90) days after the termination of this Agreement at the offices of Manager in New JerseyYork, or such other location as Manager shall designate in such written notice. At the closing Practice shall purchase such assets by delivery of cash or immediately available funds, against delivery of a bill xx sale and other assignments and appropriate instruments of conveyance from Manager transferring all its right, title or interest in or to same free and clear of all liens or security interests created by Manager or Parent; provided, however, Practice shall be entitled to receive a credit against the amount of the repurchase price for any outstanding amounts payable pursuant to the Debenture upon surrender of the Debenture to Manager for cancellation and shall also be entitled to receive a credit against the repurchase price for any outstanding amounts payable under those certain promissory notes in the original principal amount of $580,000 each dated as of even date herewith from PSC Acquisition Corp. to the ASA Physicians upon surrender of such notes to Manager for cancellation. The repurchase requirements contained in this paragraph are in addition to, and not in lieu of, any other rights and remedies that Manager may have under any other agreements.

Repurchase of Assets. Upon the termination of this Agreement prior to the end of the term of this Agreement (other than a termination by Practice pursuant to Section 6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iii)), Manager shall have the additional right to require Practice to repurchase the FFE located at the Medical Offices, other items of personal property purchased or leased by Manager for specific use at the Medical Offices and all intangible assets of Manager which are related to the Practice, including but not limited to, leases, phones, the name "ENT Associates" and goodwill, from Manager at a repurchase price equal to $1,188,724.20 21,619,233 minus the product of (x) $118,872.422,161,923, and (y) the number of years of the term of the Agreement which have been completed and for which the management fee has been paid at the time of such termination. Exercise of this right by Manager shall be accomplished by written notice to Practice within thirty (30) days after the termination of this Agreement. Such notice of exercise shall also specify a time and date for a closing to be held to consummate such purchase and sale, such closing to be within ninety (90) days after the termination of this Agreement at the offices of Manager in New JerseyYork, or such other location as Manager shall designate in such written notice. At the closing Practice shall purchase such assets by delivery of cash or immediately available funds, against delivery of a bill xx sale and other assignments and appropriate instruments of conveyance from Manager transferring all its right, title or interest in or to same free and clear of all liens or security interests created by Manager or Parent; provided, however, Practice shall be entitled to receive a credit against the amount of the repurchase price for any outstanding amounts payable pursuant to the Debenture upon surrender of the Debenture to Manager for cancellation. The repurchase requirements contained in this paragraph are in addition to, and not in lieu of, any other rights and remedies that Manager may have under any other agreements.

Repurchase of Assets. Upon the termination of this Agreement prior to the end of the term of this Agreement (other than a termination by Practice pursuant to Section 6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iii)), Manager shall have the additional right to require Practice to repurchase the FFE located at the Medical Offices, other items of personal property purchased or leased by Manager for specific use at the Medical Offices and all intangible assets of Manager which are related to the Practice, including but not limited to, leases, phones, the name "ENT Associates" and goodwill, from Manager at a repurchase price equal to $1,188,724.20 14,925,875.80 minus the product of (x) $118,872.421,492,587.58, and (y) the number of years of the term of the Agreement which have been completed and for which the management fee has been paid at the time of such termination. Exercise of this right by Manager shall be accomplished by written notice to Practice within thirty (30) days after the termination of this Agreement. Such notice of exercise shall also specify a time and date for a closing to be held to consummate such purchase and sale, such closing to be within ninety (90) days after the termination of this Agreement at the offices of Manager in New JerseyYork, or such other location as Manager shall designate in such written notice. At the closing Practice shall purchase such assets by delivery of cash or immediately available funds, against delivery of a bill xx sale and other assignments and appropriate instruments of conveyance from Manager transferring all its right, title or interest in or to same free and clear of all liens or security interests created by Manager or Parent; provided, however, Practice shall be entitled to receive a credit against the amount of the repurchase price for any outstanding amounts payable pursuant to the Debenture upon surrender of the Debenture to Manager for cancellation. The repurchase requirements contained in this paragraph are in addition to, and not in lieu of, any other rights and remedies that Manager may have under any other agreements.