Common use of Payment of Indemnification Obligation Clause in Contracts

Payment of Indemnification Obligation. In the event that the Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician having an aggregate fair market value (which is the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.

Payment of Indemnification Obligation. In the event that the Physician Shareholder has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician Shareholder may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician Shareholder having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician Shareholder transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician Shareholder shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician Shareholder shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.

Payment of Indemnification Obligation. In the event that the Physician Partnership or any of the Partners has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician Partnership or such Partner may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician Partnership or the Partner having an aggregate fair market value (which is prior to an initial Public Offering based upon the valuation given at Closing hereof or after any Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician Partnership or the Partner transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician Partnership or the Partner shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician Partnership or the Partner shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.

Payment of Indemnification Obligation. In the event that the Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician having an aggregate fair market value (which is prior to an initial Public Offering based upon the valuation given at Closing hereof or after any Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.

Payment of Indemnification Obligation. In the event that the Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.

Payment of Indemnification Obligation. In the event that the Physician Optometrist has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician Optometrist may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician Optometrist having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician Optometrist transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician Optometrist shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician Optometrist shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.

Payment of Indemnification Obligation. In the event that the Physician Shareholder has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician Shareholder may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician Shareholder having an aggregate fair market value (which is the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician Shareholder transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician Shareholder shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician Shareholder shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.

Payment of Indemnification Obligation. In the event that the Physician has an indemnification obligation to Vision 21 or the Subsidiary hereunder, subject to Vision 21's approval as set forth below, the Physician may satisfy such obligation by transferring to Vision 21 or the Subsidiary (as the case may be) such number of shares of Vision 21 Common Stock owned by the Physician having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician transfers shares of Vision 21 Common Stock to Vision 21 or the Subsidiary hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician shall transfer to Vision 21 or the Subsidiary good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 2121 or the Subsidiary; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 2121 and the Subsidiary.

Payment of Indemnification Obligation. In the event that the Physician Shareholder has an indemnification obligation to Vision 21 or the Subsidiary hereunder, subject to Vision 21's 50 approval as set forth below, the Physician Shareholder may satisfy such obligation by transferring to Vision 21 or the Subsidiary (as the case may be) such number of shares of Vision 21 Common Stock owned by the Physician Shareholder having an aggregate fair market value (which is the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician Shareholder transfers shares of Vision 21 Common Stock to Vision 21 or the Subsidiary hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician Shareholder shall transfer to Vision 21 or the Subsidiary good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician Shareholder shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 2121 or the Subsidiary; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 2121 or the Subsidiary.

Payment of Indemnification Obligation. In the event that the Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician having an aggregate fair market value (which is prior to any Initial Public Offering based upon the valuation given at Closing hereof or after an Initial Public Offering the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price 62 on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied: a. The Physician shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances; b. The Physician shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.