Actions After Termination. Upon termination of this Agreement by either party for any reason other than a default by the Orthodontic Entity or upon expiration of this Agreement, the Orthodontic Entity may, and upon termination of this Agreement by Premier due to the reasons set forth in Section 5.3(b) hereof, the Orthodontic Entity shall: (a) Purchase all improvements, additions or leasehold improvements which have been made by Premier and which relate solely to the performance of its obligations under this Agreement at adjusted book value; (b) Assume all debt and all contracts, payables and leases which are obligations of Premier and which relate solely to the performance of its obligations under this Agreement or the properties subleased by Premier; and (c) Purchase from Premier at book value all of the equipment of the Center, including all replacements and additions thereto made by Premier pursuant to the performance of its obligations under this Agreement, and all other assets, including inventory and supplies, tangibles and intangibles (including but not limited to accounts receivable), set forth on the balance sheet prepared for the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of the Center, depreciation, amortization and other adjustments of assets shown on such balance sheet.
Appears in 5 contracts
Samples: Consulting and Business Services Agreement (Orthalliance Inc), Consulting and Business Services Agreement (Orthalliance Inc), Consulting and Business Services Agreement (Orthalliance Inc)
Actions After Termination. Upon termination of this Agreement by either party for any reason other than a default by the Orthodontic Entity or upon expiration of this Agreement, the Orthodontic Entity may, and upon termination of this Agreement by Premier USOC due to the reasons set forth in Section 5.3(b) hereof, the Orthodontic Entity shall:
(a) Purchase all improvements, additions or leasehold improvements which have been made by Premier USOC and which relate solely to the performance of its obligations under this Agreement at adjusted book value;
(b) Assume all debt and all contracts, payables and leases which are obligations of Premier USOC and which relate solely to the performance of its obligations under this Agreement or the properties subleased by PremierUSOC; and
(c) Purchase from Premier USOC at book value all of the equipment of the Center, including all replacements and additions thereto made by Premier USOC pursuant to the performance of its obligations under this Agreement, and all other assets, including inventory and supplies, tangibles and intangibles (including but not limited to accounts receivable), set forth on the balance sheet prepared for the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of the Center, depreciation, amortization and other adjustments of assets shown on such balance sheet.
Appears in 2 contracts
Samples: Service Agreement (Orthalliance Inc), Service Agreement (Orthalliance Inc)