Common use of Assignment of Security Interest Clause in Contracts

Assignment of Security Interest. (a) Practice hereby exclusively and irrevocably assigns and sets over to Manager all of Practice's rights to all revenue generated by the Physician Shareholders and Practice Employees with respect to any services rendered prior to the effective date of expiration or termination of this Agreement, except as otherwise provided in this Agreement, and grants to Manager the right to retain such proceeds for its own account for application in accordance with this Agreement, and shall obtain a like assignment from all Physician Shareholders and Practice Employees; provided, that in the case of revenue generated as a result of billing for services under Medicare or Medicaid such assignment shall only be an assignment of proceeds of accounts receivable consistent with the provisions of applicable law. Practice shall endorse (and shall cause each Physician Shareholder or Practice Employee to endorse) any payments received on account of such services to the order of Manager and shall take such other actions as may be necessary to confirm to Manager the rights set forth in this Section 5.4(a). Without limiting the generality of the foregoing, it is the intent of the parties that the assignment to Manager of the rights described in Section 5.4(a) above shall be inclusive of the rights of Practice and the Physician Shareholders and Practice Employees to proceeds of payment with respect to any services rendered prior to the effective date of any expiration or termination of this Agreement. Practice agrees and shall cause each Physician Shareholder and Practice Employee to agree, that Manager shall retain the right to collect any and all accounts receivable and claims for reimbursement relating to any such services rendered prior to the effective date of any such expiration or termination ("Pre-Termination Accounts Receivable"), and that the proceeds thereof will be transferred to Manager's account to be applied in accordance with Section 3.6 and the other provisions of this Agreement. In addition and as a supplement to Practice's obligations as otherwise set forth herein, Practice shall, with all deliberate speed, apply for and maintain in effect any and all provider and/or supplier numbers, including but not limited to Medicare and Medicaid numbers, in Practice's name. If Practice is unable to obtain such provider and/or supplier numbers, Practice shall cause Physician Shareholders to maintain each of their provider numbers, including but not limited to Medicare and Medicaid numbers, necessary or appropriate to obtain payment or reimbursement for all medical services provided by such Physician Shareholders and shall further cause each Physician-Shareholder who provides services to the Practice to execute any and all documentation necessary to effectuate the assignments of revenues to Manager as contemplated by this Agreement. (b) Practice acknowledges that Manager and Parent may, to the extent permitted by law, grant a security interest in the Pre-Termination Accounts Receivable and proceeds thereof to their factor(s) or lender(s) under Manager's or Parent's working capital credit facility (whether one or more, "Credit Facility Lender"), as in effect from time to time. 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 Practice or any Physician Shareholder or Practice Employee with respect to Pre-Termination Accounts Receivable or the proceeds thereof under this Agreement. Practice further agrees, and shall cause each Physician Shareholder and Practice Employee 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 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 Manager under the powers of attorney provided for in Sections 3.5 and 4.4 above as if such Credit Facility Lender had been named as the attorney-in-fact therein. (c) If, contrary to the mutual intent of Manager and Practice, the assignment described in this Section 5.4 shall be deemed for any reason to be ineffective, then Practice and each Physician Shareholder and Practice Employee shall to the extent permitted by applicable Laws, effective as of the date of this Agreement, be deemed to have granted (and Practice does hereby grant, and shall cause each Physician Shareholder and Practice Employee to grant) to Manager a first priority lien on and security interest in and to any and all interests of Practice and such Physician Shareholders and Practice Employees in any accounts receivable generated by the medical practice of Practice and its Physician Shareholders and Practice Employees or otherwise generated through the operations of the medical practice of Practice, and all proceeds with respect thereto, to secure the payment to Manager hereunder of all Practice Expenses and Incentive Compensation, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. Practice shall execute and deliver, and cause each Physician Shareholder and Practice Employee to execute and deliver, all such financing statements as Manager may request in order to perfect such security interest. Practice shall not grant (and shall not suffer any Physician Shareholder or Practice Employee to grant) any other lien on or security interest in or to such accounts receivable or any proceeds thereof or in or to this Agreement to any other person or entity.

Assignment of Security Interest. (a) Practice hereby exclusively and irrevocably assigns and sets over to Manager all of Practice's rights to all revenue and accounts receivable generated by the Physician Shareholders Partners and Practice Employees with respect to any services rendered while employed by Practice and prior to the effective date of expiration or termination of this Agreement, except as otherwise provided in this Agreement, and grants to Manager the right to retain such proceeds for its own account for application in accordance with this Agreement, and shall obtain a like assignment from all Physician Shareholders Partners and Practice EmployeesEmployees for so long as they are employed or engaged by the Practice; provided, that in the case of revenue and accounts receivable generated as a result of billing for services under Medicare or Medicaid such assignment shall only be an assignment of proceeds of accounts receivable consistent with the provisions of applicable law. Except as otherwise provided in Section 3.6(b) and the Billing Agreement, Practice shall endorse (and shall cause each Physician Shareholder Partner or Practice Employee to endorse) any payments received on account of such services to the order of Manager and shall take such other actions as may be necessary to confirm to Manager the rights set forth in this Section 5.4(a5.2(a). Without limiting the generality of the foregoing, it is the intent of the parties that the assignment to Manager of the rights described in Section 5.4(a5.2(a) above shall be inclusive of the rights of Practice and the Physician Shareholders Partners and Practice Employees to proceeds of payment with respect to any services rendered prior to the effective date of any expiration or termination of this Agreement. Practice agrees and shall cause each Physician Shareholder Partner and Practice Employee to agree, that Manager shall retain the right to collect any and all accounts receivable and claims for reimbursement relating to any such services rendered prior to the effective date of any such expiration or termination ("Pre-Termination Accounts Receivable"), and that the proceeds thereof will be transferred to Manager's account to be applied in accordance with Section 3.6 and 3.7 and the other provisions of this Agreement and the Billing Agreement. In addition and as a supplement to Practice's obligations as otherwise set forth herein, Practice shall, with all deliberate speed, apply for and maintain in effect any and all provider and/or supplier numbers, including but not limited to Medicare and Medicaid numbers, in Practice's name. If Practice is unable to obtain such provider and/or supplier numbers, Practice shall cause Physician Shareholders Partners to maintain each of their provider numbers, including but not limited to Medicare and Medicaid numbers, necessary or appropriate to obtain payment or reimbursement for all medical services provided by such Physician Shareholders Partners and shall further cause each Physician-Shareholder Partner who provides services to the Practice to execute any and all documentation necessary to effectuate the assignments of revenues to Manager as contemplated by this Agreement. (b) Practice acknowledges that Manager and Parent may, to the extent permitted by law, grant a security interest in the Pre-Termination Accounts Receivable and proceeds thereof to their factor(s) or lender(s) under Manager's or Parent's working capital credit facility (whether one or more, "Credit Facility Lender"), as in effect from time to time. 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 Practice or any Physician Shareholder Partner or Practice Employee with respect to Pre-Termination Accounts Receivable or the proceeds thereof under this Agreement. Practice further agrees, and shall cause each Physician Shareholder Partner and Practice Employee 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 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 Manager under the powers of attorney provided for in Sections 3.5 3.6 and 4.4 above as if such Credit Facility Lender had been named as the attorney-in-fact therein. No action taken by the Credit Facility Lender and no pledge to such Credit Facility Lender shall excuse or limit Manager's obligations under this Agreement to pay expenses when due or to provide services (including, but not limited to, any action by Credit Facility Lender resulting in Net Practice Revenues not being made available to Manager). (c) If, contrary to the mutual intent of Manager and Practice, the assignment described in this Section 5.4 5.2 shall be deemed for any reason to be ineffective, then Practice and each Physician Shareholder Partner and Practice Employee shall to the extent permitted by applicable Laws, effective as of the date of this Agreement, be deemed to have granted (and Practice does hereby grant, and shall cause each Physician Shareholder Partner and Practice Employee to grant) to Manager a first priority lien on and security interest in and to any and all interests of Practice and such Physician Shareholders Partners and Practice Employees in any accounts receivable generated by the medical practice of Practice and its Physician Shareholders Partners and Practice Employees during their employment with Practice or otherwise generated through the operations of the medical practice of PracticePractice prior to the effective date of expiration or termination of this Agreement, and all proceeds with respect thereto, to secure the payment to Manager hereunder of all Practice Expenses and Incentive CompensationExpenses, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. Practice shall execute and deliver, and cause each Physician Shareholder Partner and Practice Employee to execute and deliver, all such financing statements as Manager may request in order to perfect such security interest. Practice shall not grant (and shall not suffer any Physician Shareholder Partner or Practice Employee to grant) any other lien on or security interest in or to such accounts receivable or any proceeds thereof or in or to this Agreement to any other person or entity.

Assignment of Security Interest. (a) Practice hereby exclusively and irrevocably assigns and sets over to Manager all of Practice's rights to all revenue generated by the Physician Shareholders and proceeds in the accounts receivable of the medical practice of Practice Employees with respect to any services rendered prior to the effective date of expiration or termination of this Agreement, except as otherwise provided in this Agreement, Agreement and grants to Manager the right to retain such proceeds for its own account for application in accordance with this Agreement, and shall obtain a like assignment from all Physician Shareholders and Practice Employees; provided, that in the case of revenue generated as a result of billing for services under Medicare or Medicaid such assignment shall only be an assignment of proceeds of accounts receivable consistent with the provisions of applicable law. Practice shall endorse (and shall cause each Physician Shareholder or Practice Employee to endorse) any payments received on account of such services to the order of Manager and shall take such other actions as may be necessary to confirm to Manager the rights set forth in this Section 5.4(a). Without limiting the generality of the foregoing, it is the intent of the parties that the assignment to Manager of the rights described in Section 5.4(a) above shall be inclusive of the rights of Practice and the Physician Shareholders and Practice Employees to proceeds of payment with respect to any services rendered prior to the effective date of any expiration or termination of this Agreement. Practice agrees and shall cause each Physician Shareholder and Practice Employee to agree, that Manager shall retain the right to collect any and all accounts receivable and claims for reimbursement relating to any such services rendered prior to the effective date of any such expiration or termination ("Pre-Termination Accounts Receivable"), and that the proceeds thereof will be transferred to Manager's account to be applied in accordance with Section 3.6 and the other provisions of this Agreement. In addition and as a supplement to Practice's obligations as otherwise set forth herein, Practice shall, with all deliberate speed, apply for and maintain in effect any and all provider and/or supplier numbers, including but not limited to Medicare and Medicaid numbers, in Practice's name. If Practice is unable to obtain such provider and/or supplier numbers, Practice shall cause Physician Shareholders to maintain each of their provider numbers, including but not limited to Medicare and Medicaid numbers, necessary or appropriate to obtain payment or reimbursement for all medical services provided by such Physician Shareholders and shall further cause each Physician-Shareholder who provides services to the Practice to execute any and all documentation necessary to effectuate the assignments of revenues to Manager as contemplated by this Agreement. (b) Practice acknowledges that Manager and Parent may, to the extent permitted by law, grant a security interest in the Pre-Termination Accounts Receivable and proceeds thereof to their factor(s) or lender(s) under Manager's or Parent's working capital credit facility (whether one or more, "Credit Facility Lender"), as in effect from time to time. 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 Practice or any Physician Shareholder or Practice Employee with respect to Pre-Termination Accounts Receivable or the proceeds thereof under this Agreement. Practice further agrees, and shall cause each Physician Shareholder and Practice Employee 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 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 Manager under the powers of attorney provided for in Sections 3.5 and 4.4 above as if such Credit Facility Lender had been named as the attorney-in-fact therein. (c) If, contrary to the mutual intent of Manager and Practice, the assignment described in this Section 5.4 shall be deemed for any reason to be ineffective, then Practice and each Physician Shareholder and Practice Employee shall to the extent permitted by applicable Laws, effective as of the date of this Agreement, be deemed to have granted (and Practice does hereby grant, and shall cause each Physician Shareholder and Practice Employee to grant) to Manager a first priority lien on and security interest in and to any and all interests of Practice and such Physician Shareholders and Practice Employees in any accounts receivable generated by the medical practice of Practice and its Physician Shareholders and Practice Employees or otherwise generated through the operations of the medical practice of Practice, and all proceeds with respect thereto, to secure the payment to Manager hereunder of all Practice Expenses and Incentive Compensation, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. Practice shall execute and deliver, and cause each Physician Shareholder and Practice Employee to execute and deliver, all such financing statements as Manager may request in order to perfect such security interest. Practice shall not grant (and shall not suffer any Physician Shareholder or Practice Employee to grant) any other lien on or security interest in or to such accounts receivable or any proceeds thereof or in or to this Agreement to any other person or entity.

Assignment of Security Interest. (a) Practice hereby exclusively and irrevocably assigns and sets over to Manager all of Practice's rights to all revenue and accounts receivable generated by the Physician Shareholders and Practice Employees with respect to any services rendered while employed by Practice and prior to the effective date of expiration or termination of this Agreement, except as otherwise provided in this Agreement, and grants to Manager the right to retain such proceeds for its own account for application in accordance with this Agreement, and shall obtain a like assignment from all Physician Shareholders and Practice EmployeesEmployees for so long as they are employed or engaged by the Practice; provided, that in the case of revenue and accounts receivable generated as a result of billing for services under Medicare or Medicaid such assignment shall only be an assignment of proceeds of accounts receivable consistent with the provisions of applicable law. Except as otherwise provided in Section 3.6(b) and the Billing Agreement, Practice shall endorse (and shall cause each Physician Shareholder or Practice Employee to endorse) any payments received on account of such services to the order of Manager and shall take such other actions as may be necessary to confirm to Manager the rights set forth in this Section 5.4(a5.2(a). Without limiting the generality of the foregoing, it is the intent of the parties that the assignment to Manager of the rights described in Section 5.4(a5.2(a) above shall be inclusive of the rights of Practice and the Physician Shareholders and Practice Employees to proceeds of payment with respect to any services rendered prior to the effective date of any expiration or termination of this Agreement. Practice agrees and shall cause each Physician Shareholder and Practice Employee to agree, that Manager shall retain the right to collect any and all accounts receivable and claims for reimbursement relating to any such services rendered prior to the effective date of any such expiration or termination ("Pre-Termination Accounts Receivable"), and that the proceeds thereof will be transferred to Manager's account to be applied in accordance with Section 3.6 and 3.7 and the other provisions of this Agreement and the Billing Agreement. In addition and as a supplement to Practice's obligations as otherwise set forth herein, Practice shall, with all deliberate speed, apply for and maintain in effect any and all provider and/or supplier numbers, including but not limited to Medicare and Medicaid numbers, in Practice's name. If Practice is unable to obtain such provider and/or supplier numbers, Practice shall cause Physician Shareholders to maintain each of their provider numbers, including but not limited to Medicare and Medicaid numbers, necessary or appropriate to obtain payment or reimbursement for all medical services provided by such Physician Shareholders and shall further cause each Physician-Physician Shareholder who provides services to the Practice to execute any and all documentation necessary to effectuate the assignments of revenues to Manager as contemplated by this Agreement. (b) Practice acknowledges that Manager and Parent may, to the extent permitted by law, grant a security interest in the Pre-Termination Accounts Receivable and proceeds thereof to their factor(s) or lender(s) under Manager's or Parent's working capital credit facility (whether one or more, "Credit Facility Lender"), as in effect from time to time. 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 Practice or any Physician Shareholder or Practice Employee with respect to Pre-Termination Accounts Receivable or the proceeds thereof under this Agreement. Practice further agrees, and shall cause each Physician Shareholder and Practice Employee 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 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 Manager under the powers of attorney provided for in Sections 3.5 and 4.4 above as if such Credit Facility Lender had been named as the attorney-in-fact therein. (c) If, contrary to the mutual intent of Manager and Practice, the assignment described in this Section 5.4 shall be deemed for any reason to be ineffective, then Practice and each Physician Shareholder and Practice Employee shall to the extent permitted by applicable Laws, effective as of the date of this Agreement, be deemed to have granted (and Practice does hereby grant, and shall cause each Physician Shareholder and Practice Employee to grant) to Manager a first priority lien on and security interest in and to any and all interests of Practice and such Physician Shareholders and Practice Employees in any accounts receivable generated by the medical practice of Practice and its Physician Shareholders and Practice Employees or otherwise generated through the operations of the medical practice of Practice, and all proceeds with respect thereto, to secure the payment to Manager hereunder of all Practice Expenses and Incentive Compensation, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. Practice shall execute and deliver, and cause each Physician Shareholder and Practice Employee to execute and deliver, all such financing statements as Manager may request in order to perfect such security interest. Practice shall not grant (and shall not suffer any Physician Shareholder or Practice Employee to grant) any other lien on or security interest in or to such accounts receivable or any proceeds thereof or in or to this Agreement to any other person or entity.credit

Assignment of Security Interest. (a) Practice hereby exclusively and irrevocably assigns and sets over to Manager all of Practice's rights to all revenue and accounts receivable generated by the Physician Shareholders and Practice Employees with respect to any services rendered prior to the effective date of expiration or termination of this Agreement, except as otherwise provided in this Agreement, and grants to Manager the right to retain such proceeds for its own account for application in accordance with this Agreement, and shall obtain a like assignment from all Physician Shareholders and Practice Employees; provided, that in the case of revenue and accounts receivable generated as a result of billing for services under Medicare or Medicaid such assignment shall only be an assignment of proceeds of accounts receivable consistent with the provisions of applicable law. Practice shall endorse (and shall cause each Physician Shareholder or Practice Employee to endorse) any payments received on account of such services to the order of Manager and shall take such other actions as may be necessary to confirm to Manager the rights set forth in this Section 5.4(a5.2(a). Without limiting the generality of the foregoing, it is the intent of the parties that the assignment to Manager of the rights described in Section 5.4(a5.2(a) above shall be inclusive of the rights of Practice and the Physician Shareholders and Practice Employees to proceeds of payment with respect to any services rendered prior to the effective date of any expiration or termination of this Agreement. Practice agrees and shall cause each Physician Shareholder and Practice Employee to agree, that Manager shall retain the right to collect any and all accounts receivable and claims for reimbursement relating to any such services rendered prior to the effective date of any such expiration or termination ("Pre-Termination Accounts Receivable"), and that the proceeds thereof will be transferred to Manager's account to be applied in accordance with Section 3.6 and the other provisions of this Agreement. In addition and as a supplement to Practice's obligations as otherwise set forth herein, Practice shall, with all deliberate speed, apply for and maintain in effect any and all provider and/or supplier numbers, including but not limited to Medicare and Medicaid numbers, in Practice's name. If Practice is unable to obtain such provider and/or supplier numbers, Practice shall cause Physician Shareholders to maintain each of their provider numbers, including but not limited to Medicare and Medicaid numbers, necessary or appropriate to obtain payment or reimbursement for all medical services provided by such Physician Shareholders and shall further cause each Physician-Shareholder who provides services to the Practice to execute any and all documentation necessary to effectuate the assignments of revenues to Manager as contemplated by this Agreement. (b) Practice acknowledges that Manager and Parent may, to the extent permitted by law, grant a security interest in the Pre-Termination Accounts Receivable and proceeds thereof to their factor(s) or lender(s) under Manager's or Parent's working capital credit facility (whether one or more, "Credit Facility Lender"), as in effect from time to time. 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 Practice or any Physician Shareholder or Practice Employee with respect to Pre-Termination Accounts Receivable or the proceeds thereof under this Agreement. Practice further agrees, and shall cause each Physician Shareholder and Practice Employee 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 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 Manager under the powers of attorney provided for in Sections 3.5 and 4.4 above as if such Credit Facility Lender had been named as the attorney-in-fact therein. (c) If, contrary to the mutual intent of Manager and Practice, the assignment described in this Section 5.4 5.2 shall be deemed for any reason to be ineffective, then Practice and each Physician Shareholder and Practice Employee shall to the extent permitted by applicable Laws, effective as of the date of this Agreement, be deemed to have granted (and Practice does hereby grant, and shall cause each Physician Shareholder and Practice Employee to grant) to Manager a first priority lien on and security interest in and to any and all interests of Practice and such Physician Shareholders and Practice Employees in any accounts receivable generated by the medical practice of Practice and its Physician Shareholders and Practice Employees or otherwise generated through the operations of the medical practice of Practice, and all proceeds with respect thereto, to secure the payment to Manager hereunder of all Practice Expenses and Incentive CompensationExpenses, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. Practice shall execute and deliver, and cause each Physician Shareholder and Practice Employee to execute and deliver, all such financing statements as Manager may request in order to perfect such security interest. Practice shall not grant (and shall not suffer any Physician Shareholder or Practice Employee to grant) any other lien on or security interest in or to such accounts receivable or any proceeds thereof or in or to this Agreement to any other person or entity.