Common use of Closing and Delivery Clause in Contracts

Closing and Delivery. At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. Holt, a xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltWhitakex, a x xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx Whitakex xxxxx xxx Xurchase Purchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion Whitaker xxxxx Xxxxxon 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Whitakex xxxxx xxxcute such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be, in the case of the Put Option, at the offices of Robinson & Cole LLP, One Boston Place, Bosxxx, Xxxsachuxxxxs 02108 xxx, xx xxx xxxx xx xxx Xxxx Xxxxxx, xx xxx xffices of Harold G. Albright, 124 Ridge Street, Reno, Nexxxx 00000, xx xhe xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltGray, a xxxxxxxtion combination of cash, forgiveness of amounts xxxxxxx due to Dr. Holt undxx xxx Xurchase Gray under the Purchase Note and/or return of the returx xx xxx shares of Omega Common Stock received by Dr. Holt undxx Xxxxion Gray under Section 1.1(a)(iii) of the Affiliation Affixxxxxxx Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Gray shall execute such documents as may be required bx xxxxxxed by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Xxxxxxxx & Xxxx, Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 on the date specified for such Closing in the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltXx. Xxxxxx, a xxxxxxxtion combination of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Xx. Xxxxxx under the Purchase Note and/or and return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiXx. Xxxxxx under Section 2.1(b)(iii) of the Affiliation Agreement (the value of Agreement, such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte shall execute such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, be at the option offices of the New PC and with the consent of Dr. HoltXxxxxxxx & Xxxx, a xxxxxxxtion of cashXxx Xxxxxx Xxxxx, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock Xxxxxx, Xxxxxxxxxxxxx 00000 on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date specified for such Closing in the written notice of the election to exercise such Put Option Notice or the Call Option NoticeOption, as the case may be) , or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Xx. Xxxxx shall execute such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltLeonard, a xxxxxxxtion combination of cash, forgiveness of amounts xx xxxxxxx due to Dr. Holt undxx xxx Xurchase Leonard under the Purchase Note and/or return of the rexxxx xx xxx shares of Omega Common Stock received by Dr. Holt undxx Xxxxion Leonard under Section 1.1(a)(iii) of the Affiliation Afxxxxxxxxx Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Call Option Notice or the Call Put Option Notice, as the case may be) ), for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Leonard shall execute such documents as may be required xx xxxxxxxx by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the New PC offices of Miller & Holguin, 1801 Century Park East, Suitx 000, Lox Xxxxxes, Xxxxxxxxxx 00000, xx xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xhe written notice of election to exercise such Put Option or Call Option, as the case may be, or at such other location and on such other date as the parties may mutually determine. At the Closing, the PC, at its election, shall pay cash, or, at the option or a combination of the New PC cash and with the consent of Dr. Holt, a xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiAzani under Section 1.1(b)(ii) of the Affiliation Agreement (the value of Affxxxxxxxx Xgreement, such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Azani shall execute such documents as may be required max xx xxxxired by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs PC's records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole, One Boston Place, Boston, Massachusetts 02108 xx xxx date xxxcifxxx xxx xxxx Xxxxxxx xx xxx xxxxxxx xxxxxx xx xlection to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, at the option or a combination of the New PC cash and with the consent of Dr. Holt, a xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiFeldman under Section 2.1(b)(ii) of the Affiliation Agreement (the value of such shares Agreement, xxxx xxxxxs to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte such Feldman shall exexxxx xxxx documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole, One Boston Place, Boston, Massachusetts 02108 on thx xxxx xpecxxxxd xxx xxxx Xxxxxxx xx xxx xxxxxxx xxxxxx xx xxection to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, at the option of the New PC and with the consent of Dr. Holt, or a xxxxxxxtion combination of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Schmisseur under the Purchase Note and/or return of the shares of Omega Common Xxxxx Xxxxxx Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiSchmisseur under Section 2.1(b)(iii) of the Affiliation Agreement (the value of such shares Agreemenx, xxxx xxxxxs to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Schmisseur shall execute such documents as may be required by the MSO to assume xxx XXX xx xxxxme the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole, One Boston Place, Boston, Massachusetts 02108 on txx xxxx spexxxxed xxx xxxx Xxxxxxx xx xxx xxxxxxx xxxxxx xx xlection to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, at the option or a combination of the New PC cash and with the consent of Dr. Holt, a xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiSchneekluth under Section 2.1(b)(ii) of the Affiliation Agreement (the value of such shares Agreemexx, xxxx xxxxxs to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Schneekluth shall execute such documents as may be required by the MSO to assume xxx XXX xx xxxxme the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the New PC offices of Miller & Holguin, 1801 Century Park East, Suitx 000, Lox Xxxxxes, Xxxxxxxxxx 00000, xx xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xhe written notice of election to exercise such Put Option or Call Option, as the case may be, or at such other location and on such other date as the parties may mutually determine. At the Closing, the PC, at its election, shall pay cash, or, at the option of the New PC and with the consent of Dr. Holt, or a xxxxxxxtion combination of cash, forgiveness cancellation of amounts due to Dr. Holt undxx xxx Xurchase the Purchase Note and/or if the amount payable thereunder has not been previously paid, and return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiVilla under Section 2.1(b)(iii) of the Affiliation Agreement (the value of Affxxxxxxxx Agreement, such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Villa shall execute such documents as may be required xxxxxxxx by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs PC's records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the New PC offices of Omega Orthodontics, Inc., 3621 Silver Spur Lane, Acton, California 92510, xx xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxx written notice of election to exercise such Put Option or Call Option, as the case may be, or at such other location and on such other date as the parties may mutually determine. At the Closing, the PC, at its election, shall pay cash, or, at the option or a combination of the New PC cash and with the consent of Dr. Holt, a xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiAzani under Section 1.1(b)(ii) of the Affiliation Agreement (the value of Affilxxxxxx Xxreement, such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Azani shall execute such documents as may be required bx xxxxxxxd by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs PC's records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records."

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltLongworth, a xxxxxxxtion combination of cash, forgiveness of amounts forgivxxxxx xx xxounts due to Dr. Holt undxx xxx Xurchase Longworth under the Purchase Note and/or return of the shares retxxx xx xxx xxares of Omega Common Stock received by Dr. Holt undxx Xxxxion Longworth under Section 1.1(a)(iii) of the Affiliation Agreement (the value of xxx Xxxxxxxxxxn Agreement, such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Longworth shall execute such documents as may be required max xx xxxxxxxx by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Xxxxxxxx & Xxxx, Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 on the date specified for such Closing in the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, at the option or a combination of the New PC cash and with the consent of Dr. Holt, a xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iiiXx. Xxxxxxx under Section 2.1(b)(ii) of the Affiliation Agreement (the value of Agreement, such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price valued as provided for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Noticein Section 3 hereof, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Xx. Xxxxxxx shall execute such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, be at the option offices of the New PC and with the consent of Dr. HoltXxxxxxxx & Xxxx, a xxxxxxxtion of cashXxx Xxxxxx Xxxxx, forgiveness of amounts due to Dr. Holt undxx xxx Xurchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock Xxxxxx, Xxxxxxxxxxxxx 00000 on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date specified for such Closing in the written notice of the election to exercise such Put Option Notice or the Call Option NoticeOption, as the case may be) , or on such other date as the parties may mutually determine. At the Closing, the New PC, at its election shall pay cash, or a combination of cash and a cancellation of the Option, such Option to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx xxxxxte Xx. Xxxxxxx shall execute such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltSchneekxxxx, a x xxxxxxxtion of cash, forgiveness of amounts due to Dr. Holt undxx Schneekxxxx xxxxx xxx Xurchase Purchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undxx Xxxxion Schneekxxxx xxxxx Xxxxxon 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaxx Schneekxxxx xxxxx xxxxxte such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.