Common use of Purchase; Consideration and Payment Clause in Contracts

Purchase; Consideration and Payment. (a) At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx and take delivery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x right, title and interest in and to all of the assets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Xx. Xxxxx are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx of Sale and Assignment (the "Xxxx of Sale") attached hereto as Exhibit D (the "Excluded Assets"), and including without limitation the following Assets: (1) a lease of the Orthodontic Offices, including all rights and remedies (the "Lease"); (2) all books, records, machinery and equipment used or owned by the Orthodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic Office, whether or not located at the Orthodontic Office, or to the Orthodontic Practice conducted therein, whether or not located at the Orthodontic Office; (3) all Contracts (as defined below in Section 2.1); (4) all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx to any other person relating to Orthodontic Practice; or. (5) Any rights of Xx. Xxxxx pertaining to any counterclaims, set-offs or defenses he may have with respect to any of the liabilities assumed by OMEGA; and (6) any other rights related in any way whatsoever to the Orthodontic Practice or the Orthodontic Office. free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of: (i) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) in cash (the "Cash Component"); (ii) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx (the "Note Component") in the form attached hereto as Exhibit B; and (iii) Three Hundred Thirty Three Thousand, Five Hundred Seventy ($333,570) Dollars to be represented by issuance to Xx. Xxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 1.3) (the "Stock Component"), which shall thereupon be issued to Xx. Xxxxx, fully paid and nonassessable.

Purchase; Consideration and Payment. (a) At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx the PC agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx the PC and take delivery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x the PC's right, title and interest in and to all of the assets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Xx. Xxxxx the PC are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx Bill of Sale and Assignment (the "Xxxx Bill of Sale") attached xttached hereto as Exhibit D (the "Excluded Xxxluded Assets"), and including without limitation the following Assets: (1) i. a lease of the Orthodontic OfficesOffice, including all rights and remedies (the "Lease"); (2) ii. all books, records, machinery and equipment used or owned by the Orthodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic Office, whether or not located at the Orthodontic Office, or to the Orthodontic Practice conducted therein, whether or not located at the Orthodontic Office; (3) iii. all Contracts (as defined below in Section 2.1); (4) iv. all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx the PC to any other person relating to Orthodontic Practice; or.; (5) Any v. any rights of Xx. Xxxxx Dr. Villa or the PC pertaining to any counterclaimscounterclxxxx, setxxx-offs or defenses he or it may have with respect to any of the liabilities assumed by OMEGA; and (6) vi. any other rights related in any way whatsoever to the Orthodontic Practice or the Orthodontic Office. ; free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of: (ia) Three Two Hundred Thirty Three Thousand, Five Hundred Sixty Seven Thousand Dollars ($333,567200,000) in cash (the "Cash Component"); (iib) Three Hundred Thirty Three Thousand, Sixty-Five Hundred Sixty Seven Thousand Dollars ($333,56765,000) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx Dr. Villa (the "Note Component") in the form attached hereto attxxxxx xxxxto as Exhibit B; and (iiic) Three One Hundred Thirty Three Thousand, Five Hundred Seventy and Twenty Thousand Dollars ($333,570120,000) Dollars to be represented by issuance to Xx. Xxxxx the PC of shares of OMEGA common stock (the "OMEGA Stock") based on upon a value per share equal to 10080% of the IPO Price average daily closing sales price per share of the OMEGA common stock for the five (as defined below in Section 1.35) trading days ending on the Friday preceding the Closing Date which shall thereupon be issued to the PC, fully paid and nonassessable (the "Stock Component"), which shall thereupon be issued to Xx. Xxxxx, fully paid and nonassessable.

Purchase; Consideration and Payment. (a) At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx the PC agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx the PC and take delivery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x the PC's right, title and interest in and to all of the assets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto, including the assets listed on Schedule II to the Bill of Sale and Assignment (the "Bill of Sale") xttached hereto as Exhibit D (such xxxh assets and rights of Xx. Xxxxx the PC are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx Bill of Sale and Assignment (the "Xxxx of Sale") attached hereto as Exhibit D (the "Excluded Assets"), and including xxxxuding without limitation the following Assets: (1) i. a lease of the Orthodontic OfficesOffice, including all rights and remedies (the "Lease"); (2) ii. all books, records, machinery and equipment used or owned by the Orthodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic Office, whether or not located at the Orthodontic Office, or to the Orthodontic Practice conducted therein, whether or not located at the Orthodontic Office; (3) iii. all Contracts (as defined below in Section 2.1); (4) iv. all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx the PC to any other person relating to the Orthodontic Practice; or.; (5) Any rights of Xx. Xxxxx pertaining to any counterclaims, set-offs or defenses he may have with respect to any v. all Accounts Receivable of the liabilities assumed by OMEGAPC on the close of business on the Closing Date and the PC's right to reimbursement for all professional services provided to managed care and fee- for-services patients. "Accounts Receivable" shall include all rights to payment for goods or services rendered, and all other obligations and receivables from others, no matter how evidenced relating to the Practice, including purchase orders, notes, instruments, drafts and acceptances and all guarantees of the foregoing, and security therefor, relating to the Practice; and (6) any other rights related in any way whatsoever to the Orthodontic Practice or the Orthodontic Office. free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of: (i) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) in cash (the "Cash Component"); (ii) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx (the "Note Component") in the form attached hereto as Exhibit B; and (iii) Three Hundred Thirty Three Thousand, Five Hundred Seventy ($333,570) Dollars to be represented by issuance to Xx. Xxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 1.3) (the "Stock Component"), which shall thereupon be issued to Xx. Xxxxx, fully paid and nonassessable.

Purchase; Consideration and Payment. (a) At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx Xxxxxxx agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx Xxxxxxx and take delivery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x Xxxxxxx'x right, title and interest in and to all of the assets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Xx. Xxxxx Xxxxxxx are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx of Sale and Assignment (the "Xxxx of Sale") attached hereto as Exhibit D (the "Excluded Assets"), and including without limitation the following Assets: (1) a lease of the Orthodontic Offices, including all rights and remedies (the "Lease"); (2) all books, records, machinery and equipment used or owned by the Orthodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic Office, whether or not located at the Orthodontic Office, or to the Orthodontic Practice conducted therein, whether or not located at the Orthodontic Office; (3) all Contracts (as defined below in Section 2.1); (4) all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx Xxxxxxx to any other person relating to Orthodontic Practice; or. (5) Any rights of Xx. Xxxxx Xxxxxxx pertaining to any counterclaims, set-offs or defenses he may have with respect to any of the liabilities assumed by OMEGA; and (6) any other rights related in any way whatsoever to the Orthodontic Practice or the Orthodontic Office. free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of: (i) Three One Hundred Thirty Three Eighty Nine Thousand, Five Two Hundred Sixty Seven Forty Eight Dollars ($333,567189,248) in cash (the "Cash Component"); (ii) Three Eighty Eight Thousand Nine Hundred Thirty Three Thousand, Five Hundred Sixty Forty Seven Dollars ($333,56788,947) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx Xxxxxxx (the "Note Component") in the form attached hereto as Exhibit B; and (iii) Three Two Hundred Thirty Three Eighty Nine Thousand, Five Hundred Seventy Forty Eight ($333,570289,548) Dollars to be represented by issuance to Xx. Xxxxx Xxxxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 1.3) (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxXxxxxxx, fully paid and nonassessable.

Purchase; Consideration and Payment. (a) At the Effective Time Closing (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx the PC agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx the PC and take delivery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x the PC's right, title and interest in and to all of the assets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Xx. Xxxxx the PC are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx Bill of Sale and Assignment (the xxx "Xxxx Bill of Sale") attached hereto as heretx xx Exhibit D (the "Excluded Assets"), and including without limitation the following Assets: (1) a lease of the Orthodontic Offices, including all rights and remedies (the "Lease"); (2) all books, records, machinery and equipment used or owned by the Orthodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic OfficeOffices, whether or not located at the Orthodontic OfficeOffices, or to the Orthodontic Practice conducted therein, whether or not located at the Orthodontic OfficeOffices; (32) all Contracts (as defined below in Section 2.1); (43) all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx Dr. Levin to any other person relating xxxxxxxg to Orthodontic Practice; or.; (54) Any any rights of Xx. Xxxxx Dr. Levin pertaining to any counterclaimsxxxxxxxxxaims, set-offs or defenses he may have with respect to any of the liabilities assumed by OMEGA; and (65) any other rights related in any way whatsoever to the Orthodontic Practice or the Orthodontic Office. Offices, excepting those assets listed on Schedule 1 and further excepting those rights and obligations that cannot legally or ethically be held by anyone other than a licensed dentist or orthodontist under applicable laws or ethical rules; free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective TimeClosing), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of: (i) of Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Twenty Nine Thousand Dollars ($333,567329,00) in cash (the "Cash Component"); (ii) Three Hundred Thirty Three Thousand. Additionally, Five Hundred Sixty Seven as part of the consideration for this transaction, Dr. Levin shall enter into a xxx-xxxxxtition agreement with OMEGA and Dr. Schneekluth under the txxxx xxx xxxxxxions set forth in Exhibit E. hereof, and for which $250,000 dollars shall be allocated; and the PC shall enter into a professional consulting agreement with Dr. Schneekluth under the texxx xxx xxxxxxions set forth in Exhibit "___" hereof, which among other terms shall require fixed minimum compensation of Eighteen Thousand Dollars ($333,56718,000) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx (the "Note Component") in the form attached hereto as Exhibit B; and (iii) Three Hundred Thirty Three Thousand, Five Hundred Seventy of which Twelve Thousand Dollars ($333,57012,000) Dollars shall be paid to be represented by issuance to Xx. Xxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 1.3) (the "Stock Component"), which shall thereupon be issued to Xx. Xxxxx, fully paid and nonassessablePC at closing.

Purchase; Consideration and Payment. (a) At the Effective Time Closing (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx Dr. Holt agrees to sellxx xxxx, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx Dr. Holt and take delivery taxx xxxxxery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x rightDr. Holt's rixxx, title xxxxx and interest in and to all of the assets of the Orthodontic Endodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Xx. Xxxxx Dr. Holt are collectively xxxxxxxxvely referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx Bill of Sale and Assignment anx Xssignment (the "Xxxx Bill of Sale") attached xxxached hereto as Exhibit D (the "Excluded Assets"), and including without limitation the following Assets: (1) a lease of the Orthodontic Endodontic Offices, including all rights and remedies (the "Lease"); (2) all books, records, machinery and equipment used or owned by the Orthodontic Endodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic OfficeEndodontic Offices, whether or not located at the Orthodontic OfficeEndodontic Offices, or to the Orthodontic Endodontic Practice conducted therein, whether or not located at the Orthodontic OfficeEndodontic Offices; (3) all Contracts (as defined below in Section 2.1); (4) all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx Dr. Holt to any other person xxxxx xerson relating to Orthodontic Endodontic Practice; or.; (5) Any any rights of Xx. Xxxxx pertaining to Dr. Holt pertaixxxx xx any counterclaims, set-offs or defenses he may have with respect to any of the liabilities assumed by OMEGA; and (6) any other rights related in any way whatsoever to the Orthodontic Endodontic Practice or the Orthodontic Office. Endodontic Offices, excepting those assets listed on Schedule 1 and further excepting those rights and obligations that cannot legally or ethically be held by anyone other than a licensed dentist or endodontist under applicable laws or ethical rules; free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective TimeClosing), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of: (i) Three Two Hundred Thirty Three Thousand, Fifty Five Thousand Four Hundred Sixty Seven Forty One Dollars ($333,567255,441) in cash (the "Cash Component"); (ii) Two Hundred Ninety Three Thousand Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567293,335) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx Dr. Holt (the "Note ComponentXxxx Xxxponent") in the form attached hereto as Exhibit B; and (iii) Two Hundred Ninety Three Thousand Three Hundred Thirty Three Thousand, Five Hundred Seventy Dollars ($333,570293,335) Dollars to be represented by issuance to Xx. Xxxxx Dr. Holt of shares shaxxx of unregistered OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% $_____ (the average of the IPO Price closing prices for OMEGA Stock on The Nasdaq SmallCap Market for each business day (as defined below in Section 1.3Monday through Friday, not including any legal holidays) of the calendar week ending the Friday immediately preceding the effective date of this Agreement and the Management Services Agreement between Dr. Holt and XMEGA) the Closing (the "Stock Component"), which shall thereupon be issued to Xx. XxxxxDr. Holt, fully paid and xxxx xxd nonassessable.

Purchase; Consideration and Payment. (a) At the Effective Time (as hereinafter defined) and subject to the terms and conditions hereinafter set forth, Xx. Xxxxx agrees to sell, transfer, convey, assign and deliver to OMEGA, and OMEGA agrees to purchase and acquire from Xx. Xxxxx and take delivery of, for the consideration hereinafter provided, all of Xx. Xxxxx'x right, title and interest in and to all of the assets of the Orthodontic Practice, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant hereto (such assets and rights of Xx. Xxxxx are collectively referred to as the "Assets"), excepting therefrom the assets listed on Schedule I to the Xxxx of Sale and Assignment (the "Xxxx of Sale") attached hereto as Exhibit D (the "Excluded Assets"), and including without limitation the following Assets: (1) a lease of the Orthodontic Offices, including all rights and remedies (the "Lease"); (2) all books, records, machinery and equipment used or owned by the Orthodontic Practice and all other tangible and intangible personal property at or related to the Orthodontic Office, whether or not located at the Orthodontic Office, or to the Orthodontic Practice conducted therein, whether or not located at the Orthodontic Office; (3) all Contracts (as defined below in Section 2.1); (4) all prepaid claims, prepaid taxes and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Xx. Xxxxx to any other person relating to Orthodontic Practice; or. (5) Any rights of Xx. Xxxxx pertaining to any counterclaims, set-offs or defenses he may have with respect to any of the liabilities assumed by OMEGA; and (6) any other rights related in any way whatsoever to the Orthodontic Practice or the Orthodontic Office. free and clear of any liens, encumbrances, restrictions or claims of any kind (other than those liens, encumbrances, restrictions and claims expressly disclosed to OMEGA and affirmatively accepted by OMEGA prior to the Effective Time), without any further action on the part of any holder thereof, for an aggregate consideration (the "Consideration") of: (i) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) in cash (the "Cash Component"); (ii) Three Hundred Thirty Three Thousand, Five Hundred Sixty Seven Dollars ($333,567) to be represented by a promissory note (the "Purchase Note") payable to Xx. Xxxxx (the "Note Component") in the form attached hereto as Exhibit BINTENTIONALLY OMITTED; and (iii) Seven Hundred Seventy Eight Thousand, Three Hundred Thirty Three Thousand, Five Hundred Seventy Twenty Six ($333,570778,326) Dollars to be represented by issuance to Xx. Xxxxx of shares of OMEGA common stock ("OMEGA Stock") based on a value per share equal to 100% of the IPO Price (as defined below in Section 1.3) (the "Stock Component"), which shall thereupon be issued to Xx. Xxxxx, fully paid and nonassessable.