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 Professional Business Manager, if any, assumed by the Practice, by any payment the Professional Business Manager has failed to make under this Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by 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 Professional Business Manager from any liability with respect to such purchased asset. 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 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 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 4.7 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.

Closing of Purchase. When If the Practice purchases the assets pursuant to Section 6.46.4 or 6.5, 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; provided, however, that the Practice may also use Business Manager's common stock as consideration for the purchased assets, which stock shall be valued for purposes of this Agreement as follows: (a) in the event of a Section 6.4 termination, the shares shall be valued at the lower of the value on the date the shares were received by the Shareholder (as agreed to by the parties), and the value on the date of the closing of this purchase, or (b) in the event of a Section 6.5 termination, the shares shall be valued at the higher of the value of such shares on the dates set forth in 6.6(a) above. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Professional Business Manager, if any, assumed by the Practice, by any payment the Professional Business Manager has failed to make under this Professional Business Management Agreement, Practice and by any unpaid portion of any promissory notes payable by Professional Business Manager to any Shareholder of the Practice, which shall be offset against the purchase price. 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(b6.4(d) or Section 6.5(c) and to remove Professional Business Manager from any liability with respect to such purchased assetrepurchased asset and with respect to any property leased or subleased by Business Manager. 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 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 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 4.7 3.17 or Section 4.8 on the closing date. If the Practice chooses not to purchase the assets pursuant to Section 6.5, the termination shall be effective as of the notice date given by the Practice under Section 6.2(b), at which time the parties shall be released from the restrictive covenants in Section 3.17 and Section 4.8. From and after any termination, each Party shall provide the other Party with reasonable access to of 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.

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 Professional Business Manager, if any, assumed by the Practice, by any payment the Professional Business Manager has failed to make under this Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by 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 Professional Business Manager from any liability with respect to such purchased assetassets. 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 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 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 4.7 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.

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 Professional Business Manager, if any, assumed by the Practice, by any payment the Professional Business Manager has failed to make under this Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by 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 Professional Business Manager from any liability with respect to such purchased asset. 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 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 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 4.7 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.

Closing of Purchase. When (a) If and when the Practice purchases the assets pursuant to Section 6.46.4(a), 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 Professional Business Manager, if any, assumed by the Practice, by any payment the Professional Business Manager has failed to make under this Professional Business Management Agreement, and by any unpaid portion of any promissory notes payable by Professional Business Manager to any Shareholder of the Practice. The Practice and all Shareholders the Shareholder 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 Professional Business Manager from any liability with respect to such purchased asset. 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 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 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 4.7 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. (b) If and when the Practice sells the assets pursuant to Section 6.4(b), 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 Professional Business Management Agreement if this Agreement expires in accordance with Section 6.1, or ten (10) days from the date of the notice of termination for cause. The termination of this Professional Business Management Agreement shall become effective upon the closing of the sale of the assets if the assets are purchased, and the Parties shall be not released from any restrictive covenants provided for in Section 4.7. 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.

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 Professional Retail Business Manager, if any, assumed by the Practice, by any payment the Professional Retail Business Manager has failed to make under this Professional Retail Business Management Agreement, and by any unpaid portion of any promissory notes payable by Professional 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 Professional Retail Business Manager from any liability with respect to such purchased asset. 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 Professional 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 Professional 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 4.7 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.

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 Professional Retail Business Manager, if any, assumed by the Practice, by any payment the Professional Retail Business Manager has failed to make under this Professional Retail Business Management Agreement, and by any unpaid portion of any promissory notes payable by Professional 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 Professional Retail Business Manager from any liability with respect to such purchased assetassets. 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 Professional 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 Professional 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 4.7 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.

Closing of Purchase. When If the Practice purchases the assets --------------------- pursuant to Section 6.46.4 or 6.5, 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; provided, however, that the Practice may also use Business Manager's common stock as consideration for the purchased assets, which stock shall be valued for purposes of this Agreement as follows: (a) in the event of a Section 6.4 termination, the shares shall be valued at the lower of the value on the date the shares were received by the Shareholder (as agreed to by the parties), and the value on the date of the closing of this purchase, or (b) in the event of a Section 6.5 termination, the shares shall be valued at the higher of the value of such shares on the dates set forth in 6.6(a) above. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Professional Business Manager, if any, assumed by the Practice, by any payment the Professional Business Manager has failed to make under this Professional Business Management Agreement, Practice and by any unpaid portion of any promissory notes payable by Professional Business Manager to any Shareholder of the Practice, which shall be offset against the purchase price. 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(b6.4(d) or Section 6.5(c) and to remove Professional Business Manager from any liability with respect to such purchased assetrepurchased asset and with respect to any property leased or subleased by Business Manager. 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 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 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 4.7 3.17 or Section 4.8 on the closing date. If the Practice chooses not to purchase the assets pursuant to Section 6.5, the termination shall be effective as of the notice date given by the Practice under Section 6.2(a), at which time the parties shall be released from the restrictive covenants in Section 3.17 and Section 4.8. From and after any termination, each Party shall provide the other Party with reasonable access to of 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.