Preexisting Obligation Payments Sample Clauses

Preexisting Obligation Payments. The term "Preexisting Obligation ------------------------------- Payments" shall mean (i) the expense for principal and interest amortization of debt obligations of Practice or any Physician-Shareholder relating to the operation of Practice which existed prior to the execution of this Management Services Agreement and (ii) lease payments and other costs relating to any outstanding debt, obligations or liabilities of Practice or any Physician-Shareholder relating to the operation of Practice which existed prior to the execution of this Management Services Agreement, and which include, without limitation, the items set forth on Exhibit 1.43 attached ------------ hereto and incorporated herein.
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Preexisting Obligation Payments. Subject to a letter agreement between the parties, a Lease Agreement with PNC Leasing (Lease No. 23691) regarding Retinal Operating Room Equipment at Xxxxx Memorial Hospital: Lease Agreement with Federal Leasing Corp. re: Optical Edger Motor Vehicle Lease Agreement with Raceway Ford re: Ford Explorer EXHIBIT 3.1 MEMBERS OF INITIAL POLICY BOARD Xxxxxxx X. Xxxxxxx, M.D. E. Xxxxxxx Xxxxxxx EXHIBIT 4.8 POWER OF ATTORNEY See tab 14. EXHIBIT 5.1 FORM OF EMPLOYMENT AGREEMENT (SHAREHOLDERS) See tab 3. EXHIBIT 5.1A LIST OF INITIAL PHYSICIAN-SHAREHOLDER Xxxxxxx X. Xxxxxxx, M.D. EXHIBIT 5.1B FORM OF BUY-SELL AGREEMENT The Buy-Sell Agreement referenced in Section 5.1(b) will address the following concepts to the satisfaction of Business Manager and its counsel: Applicable state statutes generally require that the shares of a professional corporation held by a physician-shareholder be transferred to a person qualified to render professional medical services if (i) such shareholder dies, (ii) such shareholder becomes a disqualified person, or (iii) the shares of a professional corporation are transferred by operation of law or court decree to a disqualified person. Illinois law requires that the articles of incorporation, by-laws or a separate agreement provide for the purchase or redemption of the shares of any shareholder upon death or disqualification. Accordingly, the Buy-Sell Agreement must contain a provision providing for (i) redemption, (ii) cross-purchase, or (iii) a combination thereof, in the case of a shareholder's death or disqualification. In addition, the transfer of shares to disqualified persons must be specifically prohibited. A provision must also be included which governs succession in the case of death or disqualification of the last remaining shareholder of the professional corporation. Business Manager and Practice will work together to structure an arrangement mutually acceptable to both parties. Specifically, the Buy-Sell Agreement will incorporate the provisions set forth on Schedule 1 attached to this Exhibit 5.1B. SCHEDULE 1 TO EXHIBIT 5.1B Definitions. -----------
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Preexisting Obligation Payments. Any liabilities and obligations relating to severance and deferred compensation obligations set forth in any employment agreement with any Optometrist or Physician-Employee. . any Excluded Liabilities (as defined in the Original Transaction Agreements). EXHIBIT 3.1
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Preexisting Obligation Payments. None. EXHIBIT 3.1 MEMBERS OF INITIAL POLICY BOARD BUSINESS MANAGER DESIGNEES Xxxxxx X. Xxxxxxx T. Xxxxx Xxxxx REGIONAL PRACTICE DESIGNEES Xxxxxxx X. Xxxx, M.D. [To be appointed] EXHIBIT 4.8 POWER OF ATTORNEY See attached. EXHIBIT 5.1 FORM OF EMPLOYMENT AGREEMENT (SHAREHOLDERS) See attached. EXHIBIT 5.1A LIST OF INITIAL PHYSICIAN-SHAREHOLDER Xxxxxxx X. Xxxx, M.D. EXHIBIT 5.1B FORM OF BUY-SELL AGREEMENT See attached. EXHIBIT 5.2A FORM OF EMPLOYMENT AGREEMENT (NONSHAREHOLDERS) See attached. EXHIBIT 5.3 HOSPITALS AND HEALTH CARE FACILITIES
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Preexisting Obligation Payments. The term "Preexisting Obligation ------------------------------- Payments" shall mean (i) the expense for principal and interest amortization of debt obligations of Practice or any Physician-Shareholders that were not assumed by Business Manager under the Original Transaction Agreements which existed prior to the execution of this Management Services Agreement and (ii) lease payments and other costs relating to any outstanding debt, obligations or liabilities of Practice or any Physician-Shareholder that were not assumed by Business Manager under the Original Transaction Agreements which existed prior to the execution of this Management Services Agreement, and which include, without limitation, the items set forth on Exhibit 1.48 attached hereto and ------------ incorporated herein.
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Preexisting Obligation Payments. The term "Preexisting Obligation ------------------------------- Payments" shall mean (i) the expense for principal and interest amortization of debt obligations of Practice or any Practice-Owner relating to the operation of Practice (A) that were not assumed by Business Manager under the Purchase Agreements, and which existed prior to the execution of the Predecessor Management Services Agreements; or (B) which existed prior to the execution of this Management Services Agreement and did not constitute an Office Expense under the terms and conditions of the applicable Predecessor Management Services Agreement and (ii) lease payments and other costs relating to any outstanding debt, obligations or liabilities of Practice or any Practice-Owner relating to the operation of Practice (A) that were not assumed by Business Manager under the Purchase Agreements and which existed prior to the execution of the Predecessor Management Services Agreements, or (B) which existed prior to the execution of this Management Services Agreement and did not constitute an Office Expense under the terms and conditions of the applicable Predecessor Management Services Agreement.
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Related to Preexisting Obligation Payments

  • Existing Obligations The terms of the Award Agreement shall not in any way (a) limit your obligations pursuant to any other agreements with the Corporation or any of its Affiliates or other corporate plans or policies applicable to you; or (b) limit the Corporation’s or your Employer’s rights to exercise any remedies it may have under Applicable Laws or under the terms of such other agreements, plans or policies.

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

  • Obligations of Company Upon Termination (a) In the event of the termination of Executive's employment pursuant to Section 7 (a), (b), (c) or (e), Executive will be entitled only to the compensation earned by him hereunder as of the date of such termination (plus life insurance or disability benefits if applicable and provided for pursuant to Section 4(c)).

  • CONTINUING OBLIGATION OF SELLER The Seller shall provide all reasonable assistance necessary for the Purchaser to resolve account problems raised by any Borrower, the Guarantor or the Secretary provided such account problems are attributable to or are alleged to be attributable to (a) an event occurring during the period the Seller owned the related Purchased Loan, or (b) a payment made or alleged to have been made to the Seller. Further, the Seller agrees to execute any financing statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the Loans.

  • Retention Payments (a) In the event that Executive is employed by the Company on January 1, 2002, Executive shall be entitled to a lump sum cash retention payment equal to 150% of the sum of (i) Executive's Base Salary and (ii) Executive's target annual bonus, each as in effect for the 2001 fiscal year (such sum, the "2002 Retention Bonus").

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Reporting Obligations As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

  • Closing Obligations At the Closing:

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