Common use of Preexisting Obligation Payments Clause in Contracts

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. -----------

Preexisting Obligation Payments. Subject to a letter agreement In connection with the Alcon Financing Agreement No. 21074J (or Contract No. 8686M002) dated December 13, 1993 between the partiesAlcon Surgical, a Lease Agreement with PNC Leasing (Lease Nodivision of Alcon Laboratories, Inc., and Cataract Surgery Center of St. Louis, Inc., an affiliate of Practice, any procedural financing costs relating to the purchase of IOLs, ophthalmic custom packs or any other items pursuant to such financing arrangement will be the responsibility of Practice and/or the Physician-Shareholders. 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. BUSINESS MANAGER DESIGNEES E. Xxxxxxx Xxxxxxx T. Xxxxx Xxxxx REGIONAL PRACTICE DESIGNEES Xxxx X. Xxxxxxxxxx, M.D. Xxxxxx X. Xxxxx, III, M.D. EXHIBIT 4.8 POWER OF ATTORNEY See tab 14attached. EXHIBIT 5.1 FORM OF EMPLOYMENT AGREEMENT (SHAREHOLDERS) See tab 3attached. EXHIBIT 5.1A LIST OF INITIAL PHYSICIAN-SHAREHOLDER Xxxxxxx SHAREHOLDERS Xxxx X. XxxxxxxXxxxxxxxxx, M.D. Xxxxxx X. Xxxxxx, 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. -----------

Preexisting Obligation Payments. Subject to a letter agreement In connection with the Alcon Financing Agreement No. 21074J (or Contract No. 8686M002) dated December 13, 1993 between the partiesAlcon Surgical, a Lease Agreement with PNC Leasing (Lease Nodivision of Alcon Laboratories, Inc., and Cataract Surgery Center of St. Louis, Inc., an affiliate of Practice, any procedural financing costs relating to the purchase of IOLs, ophthalmic custom packs or any other items pursuant to such financing arrangement will be the responsibility of Practice and/or the Physician- Shareholders. 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. BUSINESS MANAGER DESIGNEES E. Xxxxxxx Xxxxxxx T. Xxxxx Xxxxx REGIONAL PRACTICE DESIGNEES Xxxx X. Xxxxxxxxxx, M.D. Xxxxxx X. Xxxxx, III, M.D. EXHIBIT 4.8 POWER OF ATTORNEY See tab 14attached. EXHIBIT 5.1 FORM OF EMPLOYMENT AGREEMENT (SHAREHOLDERS) See tab 3attached. EXHIBIT 5.1A LIST OF INITIAL PHYSICIAN-SHAREHOLDER Xxxxxxx SHAREHOLDERS Xxxx X. XxxxxxxXxxxxxxxxx, M.D. Xxxxxx X. Xxxxxx, 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-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. -----------