Common use of Assignment of Fees for Medical and Optometry Services Clause in Contracts

Assignment of Fees for Medical and Optometry Services. On or prior to the Closing Date, the Company shall obtain an irrevocable assignment from all Professional Employees of any and all of their rights to receive payment for the provision of ophthalmology or optometry services which are part of the Accounts Receivable to the Company existing on the Closing Date, except for those fees specified and set forth on Schedule 8.21. Each Professional Employee shall undertake to endorse any payments received on account of such services to the order of the Company and to take such other action as may be necessary to confirm to the Company the rights to collect and retain for its own account such Accounts Receivable. The Company shall cause its Professional Employees to agree that such security interest of such lender(s) is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such Professional Employees with respect to the Accounts Receivable or the proceeds thereof. In the event that the assignment of rights described in this Section shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause each Professional Employee to agree that such Professional Employee shall be deemed, effective as of the Closing Date, to have granted to the Company a first priority lien on and security interest in and to any and all interests of such Professional Employee in any of the Accounts Receivable, and all proceeds with respect thereto, to secure the collection by the Company of all Accounts Receivable, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company shall cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 may request in order to perfect such security interest. The Company shall not suffer any Professional Employee to grant any other lien on or security interest in or to such Accounts Receivable or any proceeds thereof.

Assignment of Fees for Medical and Optometry Services. On or prior to the Closing Date, the Company shall obtain an irrevocable assignment from all Professional Employees of any and all of their rights to receive payment for the provision of ophthalmology or optometry services which are part of the Accounts Receivable to the Company Vision 21 existing on the Closing Date, except for those fees specified and set forth on Schedule 8.218.20. Each Professional Employee shall undertake to endorse any payments received on account of such services to the order of the Company Vision 21 and to take such other action as may be necessary to confirm to the Company Vision 21 the rights to collect and retain for its own account such Accounts Receivable. The Company shall cause its Professional Employees to agree that such security interest of such lender(s) is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such Professional Employees with respect to the Accounts Receivable or the proceeds thereof. In the event that the assignment of rights described in this Section shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause each Professional Employee to agree that such Professional Employee shall be deemed, effective as of the Closing Date, to have granted to the Company Vision 21 a first priority lien on and security interest in and to any and all interests of such Professional Employee in any of the Accounts Receivable, and all proceeds with respect thereto, to secure the collection by the Company Vision 21 of all Accounts Receivable, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company shall cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 may request in order to perfect such security interest. The Company shall not suffer any Professional Employee to grant any other lien on or security interest in or to such Accounts Receivable or any proceeds thereof.

Assignment of Fees for Medical and Optometry Services. On or prior (a) As security for the performance of its obligations under this Business Management Agreement, the Practice hereby irrevocably assigns and sets over to Business Manager all of its right to receive payment for Professional Eye Care Services (other than rights to receive payments relating to the Closing Dateactivities described in Exhibit 1.3) to the extent permitted by law (the "Accounts Receivable") and retain such payment for its own account, the Company and shall obtain an irrevocable a like assignment from all Professional Employees of any and all of their Professionals. To the extent such rights to receive payment for cannot legally be assigned, the provision of ophthalmology or optometry services which are part of "Accounts Receivable" shall include the Accounts Receivable right to have any amounts received by the Company existing on the Closing Date, except for those fees specified and set forth on Schedule 8.21Practice pursuant to such non-assignable rights paid over to Business Manager upon receipt. Each Professional Employee The Practice shall undertake to endorse any payments received on account of such services to the order of the Company and to take such other action as may be necessary to confirm to the Company Business Manager the rights set forth in this Section 5.4(a). (b) Without limiting the generality of the foregoing, it is the intent of the Parties that the assignments to Business Manager of the rights described in Section 5.4(a) above shall be inclusive of the rights of the Practice and the Professionals to receive payment with respect to any services rendered prior to the effective date of any expiration or termination of this Agreement; provided, however, that the right to receive payments relating to the activities described in Exhibit 1.3 shall be excluded from such assignment. The Practice agrees and shall cause each Professional to agree, that Business Manager shall retain the right to collect and retain for its own account hold as security any Accounts Receivable relating to any such services rendered prior to the effective date of any such expiration or termination ("Pre-Termination Accounts Receivable"). (c) Business Manager acknowledges that it is the intent of Business Manager to grant a security interest in (i) prior to an initial public offering of Business Manager's common stock, sixty-five percent (65%) of the Pre-Termination Accounts Receivable, and (ii) after an initial public offering of Business Manager's common stock, one hundred percent (100%) of the Pre-Termination Accounts Receivable; to the lender(s) under its working capital credit facility (whether one or more, the "Credit Facility Lender"), as in effect from time-to-time. Pursuant to the 65% grant, the Credit Facility Lender shall be entitled to collect and retain, upon default of Business Manager, 65% of each dollar of the Pre-Termination Accounts Receivable amounts received, with the remaining 35% received to be returned to the Account. The Company shall cause its Professional Employees to agree Practice agrees that such security interest of such lender(s) the Credit Facility Lender is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such the Practice or any Professional Employees with respect to the then applicable portion of the Pre-Termination Accounts Receivable or the proceeds thereof. The Practice further agrees, and shall cause each Professional to agree, that, upon the occurrence of an event which, under the terms of such working capital credit facility, would allow the Credit Facility Lender to exercise its right to collect such portion of the Pre-Termination Accounts Receivable and apply the proceeds thereof toward amounts due under such working capital credit facility, the Credit Facility Lender will succeed to all rights and powers of Business Manager under the powers of attorney provided for in Section 3.9(f) above as if such Credit Facility Lender had been named as the attorney-in-fact therein, and the Practice and each Professional hereby waive, and the Credit Facility Lender shall not take the Pre-Termination Accounts Receivable subject to, any and all defenses the Practice and/or such Professionals may have with respect to money coming into the Account and any defenses they may have against the Credit Facility Lender. The Practice shall, and shall cause its Professionals to, execute any and all documents, financing statements, and agreements reasonably requested by such Credit Facility Lender to evidence and effectuate the Credit Facility Lender's rights contemplated in this Section. (d) In the event that that, contrary to the mutual intent of Business Manager and the Practice, the assignment of rights described in this Section 5.4 shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause Practice and each Professional Employee to agree that such Professional Employee shall be deemedshall, effective as of the Closing Datedate of this Business Management Agreement, be deemed to have granted (and the Practice does hereby grant, and shall cause each Professional to the Company grant) to Business Manager a first priority lien on and security interest in and to any and all interests of the Practice and such Professional Employee Professionals in any accounts receivable generated by the provision of Professional Eye Care Services by the Practice and its Professionals or otherwise generated through the operations of the Accounts ReceivableOffice, and all proceeds with respect thereto, to secure the collection by the Company payment to Business Manager of all Accounts Receivableamounts due to Business Manager hereunder, and this Business Management Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company Practice shall execute and deliver, and cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 Business Manager may request in order to perfect such security interest. The Company Practice shall not grant (and shall not suffer any Professional Employee to grant grant) any other lien on or security interest in or to such Accounts Receivable accounts receivable or any proceeds thereof. (e) Upon termination of this Business Management Agreement, Business Manager shall release the foregoing lien with respect to Accounts Receivable generated after the effective date of such termination and shall execute and cause to be filed any termination statements relating to such release of lien. However, it is understood that all rights of the Parties to the Accounts Receivable shall be subordinate to any interest of the Credit Facility Lender.

Assignment of Fees for Medical and Optometry Services. On or prior (a) As security for the performance of its obligations under this Business Management Agreement, the Practice hereby irrevocably assigns and sets over to Business Manager all of its right to receive payment for Professional Eye Care Services (other than rights to receive payments relating to the Closing Dateactivities described in Exhibit 1.3) to the extent permitted by law (the "Accounts Receivable") and retain such payment for its own account, the Company and shall obtain an irrevocable a like assignment from all Professional Employees of any and all of their Professionals. To the extent such rights to receive payment for cannot legally be assigned, the provision of ophthalmology or optometry services which are part of "Accounts Receivable" shall include the Accounts Receivable right to have any amounts received by the Company existing on the Closing Date, except for those fees specified and set forth on Schedule 8.21Practice pursuant to such non-assignable rights paid over to Business Manager upon receipt. Each Professional Employee The Practice shall undertake to endorse any payments received on account of such services to the order of the Company and to take such other action as may be necessary to confirm to the Company Business Manager the rights set forth in this Section 5.4(a). (b) Without limiting the generality of the foregoing, it is the intent of the Parties that the assignments to Business Manager of the rights described in Section 5.4(a) above shall be inclusive of the rights of the Practice and the Professionals to receive payment with respect to any services rendered prior to the effective date of any expiration or termination of this Agreement; provided, however, that the right to receive payments relating to the activities described in Exhibit 1.3 shall be excluded from such assignment. The Practice agrees and shall cause each Professional to agree, that Business Manager shall retain the right to collect and retain for its own account hold as security any Accounts Receivable relating to any such services rendered prior to the effective date of any such expiration or termination ("Pre-Termination Accounts Receivable"). (c) The Practice acknowledges that it is the intent of Business Manager to grant a security interest in (i) prior to an initial public offering of Business Manager's common stock, seventy one percent (71.0%) of the Pre-Termination Accounts Receivable, and (ii) after an initial public offering of Business Manager's common stock, one hundred percent (100%) of the Pre-Termination Accounts Receivable; to the lender(s) under its working capital credit facility (whether one or more, the "Credit Facility Lender"), as in effect from time-to-time. Pursuant to the 71.0% grant, the Credit Facility Lender shall be entitled to collect and retain, upon default of Business Manager, 71.0% of each dollar of the Pre-Termination Accounts Receivable amounts received, with the remaining 29.0% received to be returned to the Account. The Company shall cause its Professional Employees to agree Practice agrees that such security interest of such lender(s) the Credit Facility Lender is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such the Practice or any Professional Employees with respect to the then applicable portion of the Pre-Termination Accounts Receivable or the proceeds thereof. The Practice further agrees, and shall cause each Professional to agree, that, upon the occurrence of an event which, under the terms of such working capital credit facility, would allow the Credit Facility Lender to exercise its right to collect such portion of the Pre-Termination Accounts Receivable and apply the proceeds thereof toward amounts due under such working capital credit facility, the Credit Facility Lender will succeed to all rights and powers of Business Manager under the powers of attorney provided for in Section 3.9(f) above as if such Credit Facility Lender had been named as the attorney-in-fact therein, and the Practice and each Professional hereby waive, and the Credit Facility Lender shall not take the Pre-Termination Accounts Receivable subject to, any and all defenses the Practice and/or such Professionals may have with respect to money coming into the Account and any defenses they may have against the Credit Facility Lender. The Practice shall, and shall cause its Professionals to, execute any and all documents, financing statements, and agreements reasonably requested by such Credit Facility Lender to evidence and effectuate the Credit Facility Lender's rights contemplated in this Section. (d) In the event that that, contrary to the mutual intent of Business Manager and the Practice, the assignment of rights described in this Section 5.4 shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause Practice and each Professional Employee to agree that such Professional Employee shall be deemedshall, effective as of the Closing Datedate of this Business Management Agreement, be deemed to have granted (and the Practice does hereby grant, and shall cause each Professional to the Company grant) to Business Manager a first priority lien on and security interest in and to any and all interests of the Practice and such Professional Employee Professionals in any accounts receivable generated by the provision of Professional Eye Care Services by the Practice and its Professionals or otherwise generated through the operations of the Accounts ReceivableOffice, and all proceeds with respect thereto, to secure the collection by the Company payment to Business Manager of all Accounts Receivableamounts due to Business Manager hereunder, and this Business Management Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company Practice shall execute and deliver, and cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 Business Manager may request in order to perfect such security interest. The Company Practice shall not grant (and shall not suffer any Professional Employee to grant grant) any other lien on or security interest in or to such Accounts Receivable accounts receivable or any proceeds thereof. (e) Upon termination of this Business Management Agreement, Business Manager shall release the foregoing lien with respect to Accounts Receivable generated after the effective date of such termination and shall execute and cause to be filed any termination statements relating to such release of lien. However, it is understood that all rights of the Parties to the Accounts Receivable shall be subordinate to any interest of the Credit Facility Lender.

Assignment of Fees for Medical and Optometry Services. On or prior to the Closing Date, the Company shall obtain an irrevocable assignment from all Professional Employees of any and all of their rights to receive payment for the provision of ophthalmology or optometry services which are part of the Accounts Receivable to the Company Vision 21 existing on the Closing Date, except for those fees specified and set forth on Schedule 8.217.18. Each Professional Employee shall undertake to endorse any payments received on account of such services to the order of the Company Vision 21 and to take such other action as may be necessary to confirm to the Company Vision 21 the rights to collect and retain for its own account such Accounts Receivable. The Company shall cause its Professional Employees to agree that such security interest of such lender(s) is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such Professional Employees with respect to the Accounts Receivable or the proceeds thereof. In the event that the assignment of rights described in this Section shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause each Professional Employee to agree that such Professional Employee shall be deemed, effective as of the Closing Date, to have granted to the Company Vision 21 a first priority lien on and security interest in and to any and all interests of such Professional Employee in any of the Accounts Receivable, and all proceeds with respect thereto, to secure the collection by the Company of all Accounts Receivable, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company shall cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 may request in order to perfect such security interest. The Company shall not suffer any Professional Employee to grant any other lien on or security interest in or to such Accounts Receivable or any proceeds thereof.

Assignment of Fees for Medical and Optometry Services. On or prior to the Closing Date, the Company shall obtain an irrevocable assignment from all Professional Employees of any and all of their rights to receive payment for the provision of ophthalmology or optometry services which are part of the Accounts Receivable to the Company existing on the Closing Date, except for those fees specified and set forth on Schedule 8.219.21. Each Professional Employee shall undertake to endorse any payments received on account of such services to the order of the Company and to take such other action as may be necessary to confirm to the Company the rights to collect and retain for its own account such Accounts Receivable. The Company shall cause its Professional Employees to agree that such security interest of such lender(s) is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such Professional Employees with respect to the Accounts Receivable or the proceeds thereof. In the event that the assignment of rights described in this Section shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause each Professional Employee to agree that such Professional Employee shall be deemed, effective as of the Closing Date, to have granted to the Company a first priority lien on and security interest in and to any and all interests of such Professional Employee in any of the Accounts Receivable, and all proceeds with respect thereto, to secure the collection by the Company of all Accounts Receivable, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company shall cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 may request in order to perfect such security interest. The Company shall not suffer any Professional Employee to grant any other lien on or security interest in or to such Accounts Receivable or any proceeds thereof.

Assignment of Fees for Medical and Optometry Services. On or prior to the Closing Date, the Company shall obtain an irrevocable assignment from all Professional Employees of any and all of their rights to receive payment for the provision of ophthalmology or optometry services which are part of the Accounts Receivable to the Company Vision 21 existing on the Closing Date, except for those fees specified and set forth on Schedule 8.217.18. Each Professional Employee shall undertake to endorse any payments received on account of such services to the order of the Company Vision 21 and to take such other action as may be necessary to confirm to the Company Vision 21 the rights to collect and retain for its own account such Accounts Receivable. The Company shall cause its Professional Employees to agree that such security interest of such lender(s) is intended to be a first priority security interest and is superior to any right, title or interest which may be asserted by such Professional Employees with respect to the Accounts Receivable or the proceeds thereof. In the event that the assignment of rights described in this Section shall be deemed, for any reason, to be ineffective as an outright assignment, the Company shall cause each Professional Employee to agree that such Professional Employee shall be deemed, effective as of the Closing Date, to have granted to the Company Vision 21 a first priority lien on and security interest in and to any and all interests of such Professional Employee in any of the Accounts Receivable, and all proceeds with respect thereto, to secure the collection by the Company Vision 21 of all Accounts Receivable, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Company shall cause each Professional Employee to execute and deliver, all such financing statements as the Company or Vision 21 may request in order to perfect such security interest. The Company shall not suffer any Professional Employee to grant any other lien on or security interest in or to such Accounts Receivable or any proceeds thereof.