Common use of Terms of Purchase Clause in Contracts

Terms of Purchase. The closing of the transactions contemplated by SECTION 9.7 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of SECTIONS 9.1 and 9.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days of receipt of a termination notice by the applicable party pursuant to either SECTION 9.3 or 9.4. Subject to the conditions set forth below, at the Purchase Closing, Apple shall transfer and assign the Purchase Assets to the Orthodontic Entity, and in consideration therefor, the Orthodontic Entity shall (a) pay to Apple an amount in cash equal to the Fair Market Value of the Purchase Assets as of the Purchase Closing and (b) assume the Orthodontic Entity Related Liabilities. Each party shall execute such documents or instruments as is reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Orthodontic Entity shall, and shall use its best efforts to cause each shareholder of the Orthodontic Entity to, execute such documents or instruments as may be necessary to cause the Orthodontic Entity to assume the Orthodontic Entity Related Liabilities and to release Apple from any liability or obligation with respect thereto.

Terms of Purchase. The closing of the transactions contemplated by SECTION 9.7 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of SECTIONS 9.1 and 9.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days of receipt of a termination notice by the applicable party pursuant to either SECTION 9.3 or 9.4. Subject to the conditions set forth below, at the Purchase Closing, Apple shall transfer and assign the Purchase Assets to the Orthodontic Entity, and in consideration therefor, the Orthodontic Entity shall (a) pay to Apple an amount in cash equal to the Fair Market Value of the Purchase Assets as of the Purchase Closing and (b) assume the Orthodontic Entity Related Liabilities. Each party shall execute such documents or instruments as is reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Orthodontic Entity shall, and shall use its best efforts to cause each shareholder of the Orthodontic Entity to, execute such documents or instruments as may be necessary to cause the Orthodontic Entity to assume the Orthodontic Entity Related Liabilities and to release Apple from any liability or obligation with respect thereto.