Common use of Closing of Purchase Clause in Contracts

Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed “prime” plus one (1%) percent (“prime” being the commercial lending rate of NationsBank, N.A..) per annum for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Business Manager, if any, assumed by the Practice, by any payment the Retail Business Manager has failed to make under this Retail Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Business Manager from any liability with respect to such purchased assets. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Employment Agreement (Eyemasters Inc)

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Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed "prime" plus one (1%) percent ("prime" being the commercial lending rate of NationsBank, N.A..) N.A. ), per annum annum, for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Professional Business Manager, if any, assumed by the Practice, by any payment the Retail Professional Business Manager has failed to make under this Retail Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Professional Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Professional Business Manager from any liability with respect to such purchased assetsasset. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Professional Business Management Agreement if this Agreement expires in accordance accordance, with Section 6.16. 1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Professional Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 4.7 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Employment Agreement (Eye Care Centers of America Inc)

Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed "prime" plus one (1%) percent ("prime" being the commercial lending rate of NationsBank, N.A..N.A.) per annum for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Business Manager, if any, assumed by the Practice, by any payment the Retail Business Manager has failed to make under this Retail Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Business Manager from any liability with respect to such purchased assetsasset. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Business Management Agreement if this Agreement expires in accordance with Section 6.16. 1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Employment Agreement (Eye Care Centers of America Inc)

Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed "prime" plus one (1%) percent ("prime" being the commercial lending rate of NationsBank, N.A..) N.A. ), per annum annum, for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Professional Business Manager, if any, assumed by the Practice, by any payment the Retail Professional Business Manager has failed to make under this Retail Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Professional Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Professional Business Manager from any liability with respect to such purchased assets. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Professional Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Professional Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 4.7 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed “prime” plus one (1%) percent (“prime” being the commercial lending rate of NationsBank, N.A..) per annum for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Business Manager, if any, assumed by the Practice, by any payment the Retail Business Manager has failed to make under this Retail Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Business Manager from any liability with respect to such purchased assetsasset. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Employment Agreement (Eyemasters Inc)

Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed “prime” plus one (1%) percent (“prime” being the commercial lending rate of NationsBank, N.A..) N.A. ), per annum annum, for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Professional Business Manager, if any, assumed by the Practice, by any payment the Retail Professional Business Manager has failed to make under this Retail Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Professional Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Professional Business Manager from any liability with respect to such purchased assets. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Professional Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Professional Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 4.7 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Employment Agreement (Eyemasters Inc)

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Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed "prime" plus one (1%) percent ("prime" being the commercial lending rate of NationsBank, N.A..N.A.) per annum for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Business Manager, if any, assumed by the Practice, by any payment the Retail Business Manager has failed to make under this Retail Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Business Manager from any liability with respect to such purchased assets. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Retail Business Management Agreement (Eye Care Centers of America Inc)

Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed “prime” plus one (1%) percent (“prime” being the commercial lending rate of NationsBankBank of America, N.A..N.A.) per annum for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Business Manager, if any, assumed by the Practice, by any payment the Retail Business Manager has failed to make under this Retail Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Business Manager from any liability with respect to such purchased assetsasset. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Retail Business Management Agreement (Eye Care Centers of America Inc)

Closing of Purchase. When the Practice purchases the assets pursuant to Section 6.4, the Practice shall pay cash or deliver a note payable in equal monthly installments over five (5) years at an interest rate not to exceed “prime” plus one (1%) percent (“prime” being the commercial lending rate of NationsBankBank of America, N.A..) N.A. ), per annum annum, for the purchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Retail Professional Business Manager, if any, assumed by the Practice, by any payment the Retail Professional Business Manager has failed to make under this Retail Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by Retail Professional Business Manager to any Shareholder of the Practice. The Practice and all Shareholders of the Practice shall execute such documents as may be required to assume the liabilities set forth in Section 6.4(b) and to remove Retail Professional Business Manager from any liability with respect to such purchased assetsasset. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than the expiration date of this Retail Professional Business Management Agreement if this Agreement expires in accordance with Section 6.1, or sixty (60) days from the date of the notice of termination for cause. The termination of this Retail Professional Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and all Parties shall be released from any restrictive covenants provided for in Section 4.6 4.7 on the closing date. From and after any termination, each Party shall provide the other Party with reasonable access to the books and records then owned by it to permit such requesting Party to satisfy reporting and contractual obligations that may be required of it.

Appears in 1 contract

Samples: Professional Business Management Agreement (Eye Care Centers of America Inc)

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