Common use of Closing and Delivery Clause in Contracts

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, with the consent of Dr. Longworth, a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under the Purchase Note and/or retxxx xx xxx xxares of Omega Common Stock received by Dr. Longworth under Section 1.1(a)(iii) of xxx Xxxxxxxxxxn Agreement, such shares to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth shall execute such documents as max xx xxxxxxxx by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLPCole, One Boston Place, Boston, Xxxxxxxusexxx Massachusetts 02108 ox xxx on txx xxxx xxxxxxxxx spexxxxed xxx xxxx Xxxxxxx xx xxe written notice of election xxx xxxxxxx xxxxxx xx xlection to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under cash and return of the Purchase Note and/or retxxx xx xxx xxares shares of Omega Common Stock received by Dr. Longworth Schneekluth under Section 1.1(a)(iii2.1(b)(ii) of xxx Xxxxxxxxxxn Agreementthe Affiliation Agreemexx, such shares xxxx xxxxxs to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Schneekluth shall execute such documents as max may be required by xxx XXX xx xxxxxxxx by the MSO to assume xxxxme the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLPOmega Orthodontics, One Boston PlaceInc., Boston3621 Silver Spur Lane, Xxxxxxxusexxx 02108 ox Acton, California 92510, xx xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe xxx written notice of election to exercise such Put Option or Call Option, as the case may be, or at such other location and on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under cash and return of the Purchase Note and/or retxxx xx xxx xxares shares of Omega Common Stock received by Dr. Longworth Azani under Section 1.1(a)(iii1.1(b)(ii) of xxx Xxxxxxxxxxn Agreementthe Affilxxxxxx Xxreement, such shares to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Azani shall execute such documents as max xx xxxxxxxx may bx xxxxxxxd by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs PC's records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records."

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson Miller & Cole LLPHolguin, One Boston Place1801 Century Park East, BostonSuitx 000, Xxxxxxxusexxx 02108 ox Lox Xxxxxes, Xxxxxxxxxx 00000, xx xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe xhe written notice of election to exercise such Put Option or Call Option, as the case may be, or at such other location and on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under cash and return of the Purchase Note and/or retxxx xx xxx xxares shares of Omega Common Stock received by Dr. Longworth Azani under Section 1.1(a)(iii1.1(b)(ii) of xxx Xxxxxxxxxxn Agreementthe Affxxxxxxxx Xgreement, such shares to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Azani shall execute such documents as max xx xxxxxxxx xxxxired by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs PC's records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLPCole, One Boston Place, Boston, Xxxxxxxusexxx Massachusetts 02108 ox xx xxx xxxx xxxxxxxxx date xxxcifxxx xxx xxxx Xxxxxxx xx xxe written notice of election xxx xxxxxxx xxxxxx xx xlection to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under cash and return of the Purchase Note and/or retxxx xx xxx xxares shares of Omega Common Stock received by Dr. Longworth Feldman under Section 1.1(a)(iii2.1(b)(ii) of xxx Xxxxxxxxxxn the Affiliation Agreement, such shares xxxx xxxxxs to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Feldman shall execute such exexxxx xxxx documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson Xxxxxxxx & Cole LLPXxxx, One Boston PlaceXxx Xxxxxx Xxxxx, BostonXxxxxx, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe Xxxxxxxxxxxxx 00000 on the date specified for such Closing in the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, with the consent of Dr. Longworth, a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under the Purchase Note and/or retxxx xx xxx xxares of Omega Common Stock received by Dr. Longworth under Section 1.1(a)(iii) of xxx Xxxxxxxxxxn Agreement, such shares to be valued as provided for in Section 3 hereof, cash for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Xx. Xxxxx shall execute such documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. LongworthHolt, a combination xxxxxxxtion of cash, forgivxxxxx xx xxounts forgiveness of amounts due to Dr. Longworth under the Purchase Holt undxx xxx Xurchase Note and/or retxxx xx xxx xxares return of the shares of Omega Common Stock received by Dr. Longworth under Section Holt undxx Xxxxion 1.1(a)(iii) of xxx Xxxxxxxxxxn Agreement, the Affiliation Agreement (the value of such shares to be valued determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as provided for in Section 3 hereof, the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth shall execute Holt shaxx xxxxxte such documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson Xxxxxxxx & Cole LLPXxxx, One Boston PlaceXxx Xxxxxx Xxxxx, BostonXxxxxx, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe Xxxxxxxxxxxxx 00000 on the date specified for such Closing in the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under cash and a cancellation of the Purchase Note and/or retxxx xx xxx xxares of Omega Common Stock received by Dr. Longworth under Section 1.1(a)(iii) of xxx Xxxxxxxxxxn AgreementOption, such shares Option to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Xx. Xxxxxxx shall execute such documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson Xxxxxxxx & Cole LLPXxxx, One Boston PlaceXxx Xxxxxx Xxxxx, BostonXxxxxx, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe Xxxxxxxxxxxxx 00000 on the date specified for such Closing in the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, with the consent of Dr. LongworthXx. Xxxxxx, a combination of cash, forgivxxxxx xx xxounts forgiveness of amounts due to Dr. Longworth Xx. Xxxxxx under the Purchase Note and/or retxxx xx xxx xxares and return of the shares of Omega Common Stock received by Dr. Longworth Xx. Xxxxxx under Section 1.1(a)(iii2.1(b)(iii) of xxx Xxxxxxxxxxn the Affiliation Agreement, such shares to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth shall execute such documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson Xxxxxxxx & Cole LLPXxxx, One Boston PlaceXxx Xxxxxx Xxxxx, BostonXxxxxx, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe Xxxxxxxxxxxxx 00000 on the date specified for such Closing in the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under cash and return of the Purchase Note and/or retxxx xx xxx xxares shares of Omega Common Stock received by Dr. Longworth Xx. Xxxxxxx under Section 1.1(a)(iii2.1(b)(ii) of xxx Xxxxxxxxxxn the Affiliation Agreement, such shares to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Xx. Xxxxxxx shall execute such documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the PC and with the consent of Dr. LongworthSchneekxxxx, a combination x xxxxxxxtion of cash, forgivxxxxx xx xxounts forgiveness of amounts due to Dr. Longworth under the Schneekxxxx xxxxx xxx Purchase Note and/or retxxx xx xxx xxares return of the shares of Omega Common Stock received by Dr. Longworth under Section Schneekxxxx xxxxx Xxxxxon 1.1(a)(iii) of xxx Xxxxxxxxxxn Agreement, the Affiliation Agreement (the value of such shares to be valued determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as provided for in Section 3 hereof, the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth shall execute Schneekxxxx xxxxx xxxxxte such documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. LongworthWhitakex, a combination x xxxxxxxtion of cash, forgivxxxxx xx xxounts forgiveness of amounts due to Dr. Longworth under the Whitakex xxxxx xxx Purchase Note and/or retxxx xx xxx xxares return of the shares of Omega Common Stock received by Dr. Longworth under Section Whitaker xxxxx Xxxxxon 1.1(a)(iii) of xxx Xxxxxxxxxxn Agreement, the Affiliation Agreement (the value of such shares to be valued determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as provided for in Section 3 hereof, the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth shall execute Whitakex xxxxx xxxcute such documents as max xx xxxxxxxx may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be be, in the case of the Put Option, at the offices of Robinson & Cole LLP, One Boston Place, BostonBosxxx, Xxxxxxxusexxx Xxxsachuxxxxs 02108 ox xxx, xx xxx xxxx xx xxx Xxxx Xxxxxx, xx xxx xffices of Harold G. Albright, 124 Ridge Street, Reno, Nexxxx 00000, xx xhe xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. LongworthGray, a combination of cash, forgivxxxxx xx xxounts forgiveness of xxxxxxx due to Dr. Longworth Gray under the Purchase Note and/or retxxx returx xx xxx xxares shares of Omega Common Stock received by Dr. Longworth Gray under Section 1.1(a)(iii) of xxx Xxxxxxxxxxn Agreement, the Affixxxxxxx Agreement (the value of such shares to be valued determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as provided for in Section 3 hereof, the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Gray shall execute such documents as max xx xxxxxxxx may bx xxxxxxed by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson Miller & Cole LLPHolguin, One Boston Place1801 Century Park East, BostonSuitx 000, Xxxxxxxusexxx 02108 ox Lox Xxxxxes, Xxxxxxxxxx 00000, xx xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe xhe written notice of election to exercise such Put Option or Call Option, as the case may be, or at such other location and on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts due to Dr. Longworth under cancellation of the Purchase Note and/or retxxx xx xxx xxares if the amount payable thereunder has not been previously paid, and return of the shares of Omega Common Stock received by Dr. Longworth Villa under Section 1.1(a)(iii2.1(b)(iii) of xxx Xxxxxxxxxxn the Affxxxxxxxx Agreement, such shares to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Villa shall execute such documents as max xx may be xxxxxxxx by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs PC's records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, Xxxxxxxusexxx 02108 ox xxx xxxx xxxxxxxxx xxx xxxx Xxxxxxx xx xxe written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, with the consent of Dr. LongworthLeonard, a combination of cash, forgivxxxxx forgiveness xx xxounts xxxxxxx due to Dr. Longworth Leonard under the Purchase Note and/or retxxx rexxxx xx xxx xxares shares of Omega Common Stock received by Dr. Longworth Leonard under Section 1.1(a)(iii) of xxx Xxxxxxxxxxn Agreement, the Afxxxxxxxxx Agreement (the value of such shares to be valued determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Call Option Notice or the Put Option Notice, as provided for in Section 3 hereofthe case may be), for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Leonard shall execute such documents as max may xx xxxxxxxx by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLPCole, One Boston Place, Boston, Xxxxxxxusexxx Massachusetts 02108 ox xxx on thx xxxx xxxxxxxxx xpecxxxxd xxx xxxx Xxxxxxx xx xxe written notice of election xxx xxxxxxx xxxxxx xx xxection to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC PC, at its election, shall pay cash, or, with the consent of Dr. Longworth, or a combination of cash, forgivxxxxx xx xxounts forgiveness of amounts due to Dr. Longworth Schmisseur under the Purchase Note and/or retxxx xx xxx xxares return of Omega Common the shares of Xxxxx Xxxxxx Stock received by Dr. Longworth Schmisseur under Section 1.1(a)(iii2.1(b)(iii) of xxx Xxxxxxxxxxn Agreementthe Affiliation Agreemenx, such shares xxxx xxxxxs to be valued as provided for in Section 3 hereof, for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Longworth Schmisseur shall execute such documents as max may be required by xxx XXX xx xxxxxxxx by the MSO to assume xxxxme the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.