Common use of Closing of Purchase Clause in Contracts

Closing of Purchase. If Provider purchases assets pursuant to ------------------- (S)8.4, Provider shall pay cash for the purchased assets; provided that the amount of the purchase price allocable to an asset shall be reduced by the amount of debt and liabilities of Service Company, if any, relating directly to that asset which are assumed by Provider in connection with such purchase. Provider and any dentist associated with Provider shall execute such documents as may be required to assume the liabilities set forth in (S)8.4(d) and to remove Service Company from any liability with respect to such purchased asset and with respect to any property leased or subleased by Service Company. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than 180 days from the date of the notice of termination. Provider shall be released from the covenants described in (S)5.7, above, upon the successful consummation of such closing. Notwithstanding the foregoing, Provider may, at its option, pay all or a portion of the purchase price at the closing in shares of common stock of Parent ("Shares") for which Provider shall receive, as a credit to the purchase price, an amount equal to the number of Shares transferred to Service Company by Provider at the closing multiplied by the per Share fair market value (defined below); provided that each Share transferred to Service Company is free and clear of all liens, security interests, encumbrances, pledges, charges, claims, voting trusts and restrictions on transfer of any nature whatsoever, except restrictions on transfer imposed by or pursuant to federal and state securities laws and such other restrictions as were expressly required by Parent in connection with the acquisition of Service Company by Parent concurrently with the execution of this agreement. For purposes of this section, the "per Share fair market value" shall mean, as of any given date, the (i) last reported sale price on the New York Stock Exchange on the most recent previous trading day, (ii) last reported sale price on the NASDAQ National Market System on the most recent previous trading day, (iii) mean between the high and low bid and ask prices, as reported by the National Association of Securities Dealers, Inc. on the most recent previous trading day, (iv) last reported sale price on any other stock exchange on which the Shares are listed on the most recent previous trading day, whichever is applicable, or (v) if none of the foregoing is applicable, then the per Share fair market value of the Shares shall be the value determined by the Board of Directors of Parent, in its discretion, based upon the then-current Share value assigned by the Board of Directors of Parent in connection with Parent's other activities; provided that, if Provider disagrees with the determination of Parent's Board of Directors as to such value, the per Share fair market value shall be determined by: (A) Agreement between Service Company and Provider, if they are able to agree upon a value within ten business days after being requested to so agree; or, if not, (B) An appraiser selected by agreement between Service Company and Provider, if they are able to agree upon an appraiser within ten business days after requested to so agree; or, if not, (C) The majority vote by an appraisal board consisting of three appraisers, one member appointed by each of Service Company and Provider and the third member appointed by the first two members so appointed who shall act as chairman of the appraisal board, provided that in the event either Party fails to so appoint its appointee to the appraisal board within ten business days after being requested to do so by the other Party, then the appraiser appointed by the requesting Party shall be the sole appraiser.

Closing of Purchase. If Provider purchases assets pursuant ------------------- to ------------------- (S)8.4, Provider shall pay cash for the purchased assets; provided that the amount of the purchase price allocable to an asset shall be reduced by the amount of debt and liabilities of Service Company, if any, relating directly to that asset which are assumed by Provider in connection with such purchase. Provider and any dentist associated with Provider shall execute such documents as may be required to assume the liabilities set forth in (S)8.4(d) and to remove Service Company from any liability with respect to such purchased asset and with respect to any property leased or subleased by Service Company. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than 180 days from the date of the notice of termination. Provider shall be released from the covenants described in (S)5.7, above, upon the successful consummation of such closing. Notwithstanding the foregoing, Provider may, at its option, pay all or a portion of the purchase price at the closing in shares of common stock of Parent ("Shares") for which Provider shall receive, as a credit to the purchase price, an amount equal to the number of Shares transferred to Service Company by Provider at the closing multiplied by the per Share fair market value (defined below); provided that each Share transferred to Service Company is free and clear of all liens, security interests, encumbrances, pledges, charges, claims, voting trusts and restrictions on transfer of any nature whatsoever, except restrictions on transfer imposed by or pursuant to federal and state securities laws and such other restrictions as were expressly required by Parent in connection with the acquisition of Service Company by Parent concurrently with the execution of this agreement. For purposes of this section, the "per Share fair market value" shall mean, as of any given date, the (i) last reported sale price on the New York Stock Exchange on the most recent previous trading day, (ii) last reported sale price on the NASDAQ National Market System on the most recent previous trading day, (iii) mean between the high and low bid and ask prices, as reported by the National Association of Securities Dealers, Inc. on the most recent previous trading day, (iv) last reported sale price on any other stock exchange on which the Shares are listed on the most recent previous trading day, whichever is applicable, or (v) if none of the foregoing is applicable, then the per Share fair market value of the Shares shall be the value determined by the Board of Directors of Parent, in its discretion, based upon the then-current Share value assigned by the Board of Directors of Parent in connection with Parent's other activities; provided that, if Provider disagrees with the determination of Parent's Board of Directors as to such value, the per Share fair market value shall be determined by: (A) Agreement between Service Company and Provider, if they are able to agree upon a value within ten business days after being requested to so agree; or, if not, (B) An appraiser selected by agreement between Service Company and Provider, if they are able to agree upon an appraiser within ten business days after requested to so agree; or, if not, (C) The majority vote by an appraisal board consisting of three appraisers, one member appointed by each of Service Company and Provider and the third member appointed by the first two members so appointed who shall act as chairman of the appraisal board, provided that in the event either Party fails to so appoint its appointee to the appraisal board within ten business days after being requested to do so by the other Party, then the appraiser appointed by the requesting Party shall be the sole appraiser.

Closing of Purchase. If Provider purchases assets pursuant to ------------------- (S)8.4§8.4, Provider shall pay cash for the purchased assets; provided that the amount of the purchase price allocable to an asset shall be reduced by the amount of debt and liabilities of Service Company, if any, relating directly to that asset which are assumed by Provider in connection with such purchase. Provider and any dentist associated with Provider shall execute such documents as may be required to assume the liabilities set forth in (S)8.4(d§8.4(d) and to remove Service Company from any liability with respect to such purchased asset and with respect to any property leased or subleased by Service Company. The closing date for the purchase shall be determined by the Parties, but shall in no event occur later than 180 days from the date of the notice of termination. Provider shall be released from the covenants described in (S)5.7§5.7, above, upon the successful consummation of such closing. Notwithstanding the foregoing, Provider may, at its option, pay all or a portion of the purchase price at the closing in shares of common stock of Parent ("“Shares"”) for which Provider shall receive, as a credit to the purchase price, an amount equal to the number of Shares transferred to Service Company by Provider at the closing multiplied by the per Share fair market value (defined below); provided that each Share transferred to Service Company is free and clear of all liens, security interests, encumbrances, pledges, charges, claims, voting trusts and restrictions on transfer of any nature whatsoever, except restrictions on transfer imposed by or pursuant to federal and state securities laws and such other restrictions as were expressly required by Parent in connection with the acquisition of Service Company by Parent concurrently with the execution of this agreement. For purposes of this section, the "“per Share fair market value" ” shall mean, as of any given date, the (i) last reported sale price on the New York Stock Exchange on the most recent previous trading day, (ii) last reported sale price on the NASDAQ National Market System on the most recent previous trading day, (iii) mean between the high and low bid and ask prices, as reported by the National Association of Securities Dealers, Inc. on the most recent previous trading day, (iv) last reported sale price on any other stock exchange on which the Shares are listed on the most recent previous trading day, whichever is applicable, or (v) if none of the foregoing is applicable, then the per Share fair market value of the Shares shall be the value determined by the Board of Directors of Parent, in its discretion, based upon the then-current Share value assigned by the Board of Directors of Parent in connection with Parent's ’s other activities; provided that, if Provider disagrees with the determination of Parent's ’s Board of Directors as to such value, the per Share fair market value shall be determined by: (A) Agreement between Service Company and Provider, if they are able to agree upon a value within ten business days after being requested to so agree; or, if not, (B) An appraiser selected by agreement between Service Company and Provider, if they are able to agree upon an appraiser within ten business days after requested to so agree; or, if not, (C) The majority vote by an appraisal board consisting of three appraisers, one member appointed by each of Service Company and Provider and the third member appointed by the first two members so appointed who shall act as chairman of the appraisal board, provided that in the event either Party fails to so appoint its appointee to the appraisal board within ten business days after being requested to do so by the other Party, then the appraiser appointed by the requesting Party shall be the sole appraiser.