Assignment of Fees for Optometry Services Sample Clauses

Assignment of Fees for Optometry Services. (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 activities described in Exhibit 1.3) to the extent permitted by law (the ------------ "Accounts Receivable") and retain such payment for its own account, and shall obtain a like assignment from all Professionals. To the extent such rights to receive payment cannot legally be assigned, the "Accounts Receivable" shall include the right to have any amounts received by the Practice pursuant to such non-assignable rights paid over to Business Manager upon receipt. The Practice shall take such action as may be necessary to confirm to 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 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 all 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. The Practice agrees that such security interest of 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 the Practice or any Professional 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 ...