Practice Assets means (i) the equipment, furniture, and fixtures that are owned or leased from time to time by Manager and are determined by Manager to be necessary or desirable to facilitate the provision of medical health care services to patients by Physicians and Physician Extenders in the Practice, (ii) all computer software (to the extent owned by Manager and assignable) and hardware (and related manuals and paper copies related thereto) that are utilized in connection with the management of Practice and its medical and business operations and electronic medical records, (iii) those CBO (as defined in Section 4.4(b) below) assets that are owned or leased from time to time by Manager and allocated to the billing, collection, and operations of the Practice, (iv) Practice Supplies, (iv) all real estate leases with respect to personal and real property that are utilized in connection with the Practice, (vi) contracts with vendors related to the Practice, and (vii) other assets, if any, specifically associated with, and used by Manager in, the management and administration of the Practice.
If the valuation of the appraisers are more than $25,000.00 different, then the two appraisers shall agree upon a third appraiser, and the average value set forth in the three appraisals shall be deemed the fair market value of the Practice Assets, and Oncology shall purchase the Practice Assets for such value.
If the valuations of the appraisers are within $25,000.00 of each other, then the lowest appraisal shall be deemed the fair market value of the Practice Assets, and Oncology shall purchase the Practice Assets for such value.
In the event that, after at least fifteen (15) days of good faith negotiation, Response and Oncology shall not have agreed upon the fair market value of the Practice Assets, each party shall select an appraiser who shall provide an evaluation report with respect to the fair market value of the Practice Assets.
Moreover, in such event Oncology shall have the option to purchase from Response, and upon proper exercise of such option by Oncology in the manner hereinbelow provided, Response shall sell to Oncology, all Practice Assets for a price, payable in cash, equal to the fair market value of the Practice Assets.
Corporation has good and marketable title to all of its Practice Assets conveyed hereunder.