Common use of Manager's Option Clause in Contracts

Manager's Option. Upon the termination of this Agreement pursuant to ---------------- Section 6.2(b), Manager shall have the option exercisable within 180 days after the effective date of termination to require Dental Group to: (i) assume the accounts payable and other liabilities and obligations under facilities leases, equipment leases and other contracts, and (ii) purchase the accounts receivable, inventories and supplies, furniture, fixtures and equipment, leasehold improvements and intangible assets, in each case which relate solely to the performance by Manager of its obligations under this Agreement, at their respective fair market values. The fair market value of the assumed liabilities and acquired assets shall be determined in each case based upon their respective book values as reflected on the books and records of Manager in accordance with GAAP, except that the fair market value of equipment shall be the greater of its book value as so determined or its appraised value as determined in good faith by a reputable appraiser selected by Manager. The consideration to be paid by Dental Group shall consist of (i) the amount of the liabilities assumed by Dental Group in the transaction as valued based on their book values, and (ii) cash for the balance. Dental Group shall indemnify and hold harmless Manager from and against and to the extent practicable arrange for the release of Manager from any and all labilities and obligations assumed by Dental Group. The option shall be exercisable by Manager by giving written notice to Dental Group. If Manager exercises its option pursuant to this section prior to the effective date of termination of this Agreement, then the effective date of termination of this Agreement shall be continued until the closing date of the acquisition transaction provided for under this section. The closing of the transaction shall take place at the principal office of Manager not more than thirty (30) days following the exercise of the option by Manager.

Manager's Option. Upon the termination of this Agreement pursuant ---------------- to ---------------- Section 6.2(b), Manager shall have the option exercisable within 180 one hundred eighty (180) days after the effective date of termination to require Dental Group to: (i) assume the accounts payable and other liabilities and obligations under facilities leases, equipment leases and other contracts, and (ii) purchase the accounts receivable, inventories and supplies, furniture, fixtures and equipment, leasehold improvements and intangible assets, in each case which relate solely to the performance by Manager of its obligations under this Agreement, at their respective fair market values. The fair market value of the assumed liabilities and acquired assets shall be determined in each case based upon their respective book values as reflected on the books and records of Manager in accordance with GAAP, except that the fair market value of equipment shall be the greater of its book value as so determined or its appraised value as determined in good faith by a reputable appraiser selected by Manager. The consideration to be paid by Dental Group shall consist of (iA) the amount of the liabilities assumed by Dental Group in the transaction as valued based on their book values, and (iiB) cash for the balance. Dental Group shall indemnify and hold harmless Manager from and against and to the extent practicable arrange for the release of Manager from any and all labilities and obligations assumed by Dental Group. The option shall be exercisable by Manager by giving written notice to Dental Group. If Manager exercises its option pursuant to this section Section prior to the effective date of termination of this Agreement, then the effective date of termination termi- nation of this Agreement shall be continued until the closing date of the acquisition transaction provided for under this sectionSection. The closing of the transaction shall take place at the principal office of Manager not more than thirty (30) days following the exercise of the option by Manager.

Manager's Option. Upon the termination of this Agreement pursuant to ---------------- Section 6.2(b), Manager shall have the option exercisable within 180 one hundred eighty (180) days after the effective date of termination to require Dental Group to: (i) assume the accounts payable and other liabilities and obligations under facilities leases, equipment leases and other contracts, and (ii) purchase the accounts receivable, inventories and supplies, furniture, fixtures and equipment, leasehold improvements and intangible assets, in each case which relate solely to the performance by Manager of its obligations under this Agreement, at their respective fair market values. The fair market value of the assumed liabilities and acquired assets shall be determined in each case based upon their respective book values as reflected on the books and records of Manager in accordance with GAAP, except that the fair market value of equipment shall be the greater of its book value as so determined or its appraised value as determined in good faith by a reputable appraiser selected by Manager. The consideration to be paid by Dental Group shall consist of (iA) the amount of the liabilities assumed by Dental Group in the transaction as valued based on their book values, and (iiB) cash for the balance. Dental Group shall indemnify and hold harmless Manager from and against and to the extent practicable arrange for the release of Manager from any and all labilities and obligations assumed by Dental Group. The option shall be exercisable by Manager by giving written notice to Dental Group. If Manager exercises its option pursuant to this section Section prior to the effective date of termination of this Agreement, then the effective date of termination termi- nation of this Agreement shall be continued until the closing date of the acquisition transaction provided for under this sectionSection. The closing of the transaction shall take place at the principal office of Manager not more than thirty (30) days following the exercise of the option by Manager.

Manager's Option. Upon the termination of this Agreement pursuant ---------------- to ---------------- Section 6.2(b), Manager shall have the option exercisable within 180 one hundred eighty (180) days after the effective date of termination to require Dental Group to: (i) assume the accounts payable and other liabilities and obligations under facilities leases, equipment leases and other contracts, and (ii) purchase the accounts receivable, inventories and supplies, furniture, fixtures and equipment, leasehold lease-hold improvements and intangible assets, in each case which relate solely to the performance by Manager of its obligations under this Agreement, at their respective fair market values. The fair market value of the assumed liabilities and acquired assets shall be determined in each case based upon their respective book values as reflected on the books and records of Manager in accordance with GAAP, except that the fair market value of equipment shall be the greater of its book value as so determined or its appraised value as determined in good faith by a reputable appraiser selected by Manager. The consideration to be paid by Dental Group shall consist of (iA) the amount of the liabilities assumed by Dental Group in the transaction as valued based on their book values, and (iiB) cash for the balance. Dental Group shall indemnify and hold harmless Manager from and against and to the extent practicable arrange for the release of Manager from any and all labilities and obligations assumed by Dental Group. The option shall be exercisable by Manager by giving written notice to Dental Group. If Manager exercises its option pursuant to this section Section prior to the effective date of termination of this Agreement, then the effective date of termination termi- nation of this Agreement shall be continued until the closing date of the acquisition transaction provided for under this sectionSection. The closing of the transaction shall take place at the principal office of Manager not more than thirty (30) days following the exercise of the option by Manager.