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

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 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, 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 Practice and each Professional shall, effective as of the date of this Business Management Agreement, be deemed to have granted (and the Practice does hereby grant, and shall cause each Professional to grant) to Business Manager a first priority lien on and security interest in and to any and all interests of the Practice and such 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 Office, and all proceeds with respect thereto, to secure the payment to Business Manager of all amounts 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 Practice shall execute and deliver, and cause each Professional to execute and deliver, all such financing statements as Business Manager may request in order to perfect such security interest. The Practice shall not grant (and shall not suffer any Professional to grant) any other lien on or security interest in or to such 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 Pre-Termination Accounts Receivable shall be subordinate to any interest of the Credit Facility Lender.

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 one hundred percent (100%) of the Pre-Termination Accounts Receivable 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 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, 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 Practice and each Professional shall, effective as of the date of this Business Management Agreement, be deemed to have granted (and the Practice does hereby grant, and shall cause each Professional to grant) to Business Manager a first priority lien on and security interest in and to any and all interests of the Practice and such 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 Office, and all proceeds with respect thereto, to secure the payment to Business Manager of all amounts 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 Practice shall execute and deliver, and cause each Professional to execute and deliver, all such financing statements as Business Manager may request in order to perfect such security interest. The Practice shall not grant (and shall not suffer any Professional to grant) any other lien on or security interest in or to such 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 Pre-Termination Accounts Receivable shall be subordinate to any interest of the Credit Facility Lender.

Assignment of Fees for Optometry Services. (a) As security for On or prior to the performance of its obligations under this Business Management AgreementClosing Date, the Practice hereby irrevocably assigns Company shall obtain an irrevocable assignment from all Professional Employees of any and sets over to Business Manager all of its right their rights to receive payment for Professional Eye Care Services (other than rights to receive payments relating the provision of optometry services which are part of the Accounts Receivable to the activities described in Exhibit 1.3) Company existing on the Closing Date, except for those fees specified and set forth on Schedule 9.20. Each Professional Employee shall undertake to endorse any payments received on account of such services to the extent permitted by law (order of the ------------ "Accounts Receivable") Company 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 other action as may be necessary to confirm to Business Manager the Company 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 retain for its own account 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 Company shall cause its Professional Employees to agree that such security interest of the Credit Facility Lender 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 the Practice or any such 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, contrary to the mutual intent of Business Manager and the Practice, that the assignment of rights described in this Section 5.4 shall be deemed, for any reason, to be ineffective as an outright assignment, the Practice and Company shall cause each Professional shallEmployee to agree that such Professional Employee shall be deemed, effective as of the date of this Business Management AgreementClosing Date, be deemed to have granted (and to the Practice does hereby grant, and shall cause each Professional to grant) to Business Manager Company a first priority lien on and security interest in and to any and all interests of the Practice and such Professionals Professional Employee 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 OfficeAccounts Receivable, and all proceeds with respect thereto, to secure the payment to Business Manager collection by the Company of all amounts due to Business Manager hereunderAccounts Receivable, and this Business Management Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Practice Company shall execute and deliver, and cause each Professional Employee to execute and deliver, all such financing statements as Business Manager the Company or Vision 21 may request in order to perfect such security interest. The Practice shall not grant (and Company 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 Pre-Termination Accounts Receivable shall be subordinate to any interest of the Credit Facility Lender.

Assignment of Fees for Optometry Services. (a) As security for On or prior to the performance of its obligations under this Business Management AgreementClosing Date, the Practice hereby irrevocably assigns Company shall obtain an irrevocable assignment from all Professional Employees of any and sets over to Business Manager all of its right their rights to receive payment for the provision of optometry services which are part of the Accounts Receivable to Vision 21 existing on the Closing Date, except for those fees specified and set forth on Schedule 7.18. Each Professional Eye Care Services (other than rights Employee shall undertake to receive endorse any payments relating received on account of such services to the activities described in Exhibit 1.3) order of Vision 21 and 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 other action as may be necessary to confirm to Business Manager Vision 21 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 retain for its own account 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 Company shall cause its Professional Employees to agree that such security interest of the Credit Facility Lender 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 the Practice or any such 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, contrary to the mutual intent of Business Manager and the Practice, that the assignment of rights described in this Section 5.4 shall be deemed, for any reason, to be ineffective as an outright assignment, the Practice and Company shall cause each Professional shallEmployee to agree that such Professional Employee shall be deemed, effective as of the date of this Business Management AgreementClosing Date, be deemed to have granted (and the Practice does hereby grant, and shall cause each Professional to grant) to Business Manager Vision 21 a first priority lien on and security interest in and to any and all interests of the Practice and such Professionals Professional Employee 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 OfficeAccounts Receivable, and all proceeds with respect thereto, to secure the payment to Business Manager collection by Vision 21 of all amounts due to Business Manager hereunderAccounts Receivable, and this Business Management Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. The Practice Company shall execute and deliver, and cause each Professional Employee to execute and deliver, all such financing statements as Business Manager the Company or Vision 21 may request in order to perfect such security interest. The Practice shall not grant (and Company 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 Pre-Termination Accounts Receivable shall be subordinate to any interest of the Credit Facility Lender.