Common use of Purchase Obligation Clause in Contracts

Purchase Obligation. Upon termination of this agreement for any ------------------- reason, Provider shall, at Service Company's option: (a) Purchase from Service Company at book value the intangible assets, deferred charges, goodwill, and all other amounts on the books of the Service Company relating to this agreement or the items or services provided by Service Company pursuant to this agreement, including without limitation the amount, if any, for the covenants described in (S)5.7, above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amounts; (b) Purchase from Service Company any real estate owned by Service Company and used as a Clinic at the greater of the appraised fair market value thereof or the then book value thereof; (c) Purchase, at the greater of the appraised fair market value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company at any Clinic and that relate to the performance of Service Company's obligations under this agreement; (d) Assume all debt, and all contracts, payables, and leases that are obligations of Service Company and that relate to the performance of Service Company's obligations under this agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreement; and (e) Purchase from Service Company, at the greater of the appraised fair market value or the then book value, all of the equipment then being supplied by Service Company pursuant to Service Company's obligations under this agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinic, depreciation, amortization, and other adjustments of assets shown on the books of the Service Company. For purposes of subsection (b), above, the appraised value shall be determined by an appraiser mutually agreed upon by the Parties. In the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified in subsection (b), above, by the appraiser selected hereunder shall be binding on both Parties.

Purchase Obligation. Upon termination of this agreement Agreement for any ------------------- reason, reason Provider shall, at Service Company's option:’s option (subject to any consent rights of Parent’s senior creditor): (a) Purchase from Service Company at book value the intangible assets, deferred charges, goodwill, and all other amounts on the books of the Service Company relating to this agreement Agreement or the items or services provided by Service Company pursuant to this agreementAgreement, including without limitation the amount, if any, for the covenants described in (S)5.7Section 5.7, above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amounts, provided the foregoing shall not apply to any trade names, trademarks, service marks, or similar items owned by Service Company or its affiliates and used at any time during the term of this Agreement in connection with the operation of Provider’s dental practice (the “Marks”); (b) Purchase from Service Company any real estate owned by Service Company and used as a Clinic at the greater of the appraised fair market value thereof or the then book value thereof; (c) Purchase, at the greater of the appraised fair market value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company at any Clinic and that relate to the performance of Service Company's ’s obligations under this agreementAgreement; (d) Assume all debt, and all contracts, payables, and leases that are obligations of Service Company and that relate to the performance of Service Company's ’s obligations under this agreement Agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreement; andAgreement; (e) Purchase from Service Company, at the greater of the appraised fair market value or the then book value, all of the equipment then being supplied by Service Company pursuant to Service Company's ’s obligations under this agreementAgreement, and all other assets, including inventory and supplies, tangibles and intangiblesintangibles (other than the Marks), set forth on the books of Service Company as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinic, depreciation, amortization, and other adjustments of assets shown on the books of the Service Company; and (f) Purchase from Service Company, at the greater of appraised fair market value or then book value, all Marks designated by Service Company. For purposes of subsection subsections (b), (c), (e), and (f) above, the appraised value shall be determined by an appraiser mutually agreed upon by the Parties. In the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified in subsection (b), abovesuch subsections, by the appraiser or appraisers selected hereunder shall be binding on both Parties.

Purchase Obligation. Upon termination of this agreement for ------------------- any ------------------- reason, Provider shall, at Service Company's option: (a) Purchase from Service Company at book value the intangible assets, deferred charges, goodwill, and all other amounts on the books of the Service Company relating to this agreement or the items or services provided by Service Company pursuant to this agreement, including without limitation the amount, if any, for the covenants described in (S)5.7, above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amounts; (b) Purchase from Service Company any real estate owned by Service Company and used as a Clinic at the greater of the appraised fair market value thereof or the then book value thereof; (c) Purchase, at the greater of the appraised fair market value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company at any Clinic and that relate to the performance of Service Company's obligations under this agreement; (d) Assume all debt, and all contracts, payables, and leases that are obligations of Service Company and that relate to the performance of Service Company's obligations under this agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreement; and (e) Purchase from Service Company, at the greater of the appraised fair market value or the then book value, all of the equipment then being supplied by Service Company pursuant to Service Company's obligations under this agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinic, depreciation, amortization, and other adjustments of assets shown on the books of the Service Company. For purposes of subsection (b), above, the appraised value shall be determined by an appraiser mutually agreed upon by the Parties. In the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified in subsection (b), above, by the appraiser selected hereunder shall be binding on both Parties.

Purchase Obligation. Upon expiration of this Professional Business Management Agreement in accordance with Section 6.1 or termination of this agreement for any ------------------- reasonProfessional Business Management Agreement by Professional Business Manager, Provider shallas set forth in Sections 6.2(b) or 6.2(d) above, at Service Company's optionthe Practice shall upon Professional Business Manager’s demand: (a) Purchase to the extent requested by Professional Business Manager, purchase from Service Company Professional Business Manager at book value all of the intangible assets, deferred chargesincluding inventory and supplies, goodwilllisted in the Xxxx of Sale whereby Professional Business Manager acquired from the Practice substantially all of the furniture, fixtures, and all other amounts on equipment used in the books operation of the Service Company relating Office prior to execution of this agreement or the items or services provided Professional Business Management Agreement, including all replacements and additions thereto made by Service Company Professional Business Manager pursuant to the performance of its obligations under this agreement, including without limitation the amount, if any, for the covenants described in (S)5.7, aboveProfessional Business Management Agreement, as adjusted in accordance with GAAP to reflect operations of the Office, depreciation, amortization, and other adjustments through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amounts;termination. (b) Purchase from Service Company any real estate owned by Service Company Assume all contracts and used as a Clinic at leases and the greater Practice’s pro rata share of all debts and payables that are obligations of Professional Business Manager and that relate principally to the performance of Professional Business Manager’s obligations under this Professional Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contacts and leases if the Practice will be able to enjoy the benefits of the appraised fair market value thereof or the then book value thereofcontracts and leases following such assumption; (c) Purchase, Purchase from Professional Business Manager at the greater book value all of the appraised fair market value or assets, tangible and intangible, including inventory and supplies not listed in said Xxxx of Sale but used in the then book valueoperations of the Office, including all improvements, additions, or leasehold improvements that have been replacements and additions thereto made by Service Company at any Clinic and that relate Professional Business Manager pursuant to the performance of Service Company's obligations under this agreement; (d) Assume all debt, and all contracts, payables, and leases that are obligations of Service Company and that relate to the performance of Service Company's obligations under this agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreement; and (e) Purchase from Service Company, at the greater of the appraised fair market value or the then book value, all of the equipment then being supplied by Service Company pursuant to Service Company's obligations under this agreementProfessional Business Management Agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company Professional Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinicthe Office, depreciation, amortization, and other adjustments of assets shown on the books of Professional Business Manager; and (d) Cause to be executed by Shareholders of the Service CompanyPractice such security agreements reasonably required by Professional Business Manager in connection with the purchase described in this Section 6.4. For purposes All current Shareholders of subsection (b)the Practice shall on or before the effective date of this Professional Business Management Agreement, aboveand all individuals who become Shareholders of the Practice after the effective date of commencement of this Professional Business Management Agreement shall upon becoming a Shareholder of the Practice, the appraised value execute and deliver to Professional Business Manager an undertaking to comply with this Section 6.4 which shall be determined by an appraiser mutually agreed upon by in the Parties. In the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days form of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified in subsection (b), above, by the appraiser selected hereunder shall be binding on both PartiesExhibit 6.4.

Purchase Obligation. Upon termination of this agreement for any ------------------- reason, Provider shall, at Service Company's ’s option: (a) Purchase from Service Company at book value the intangible assets, deferred charges, goodwill, and all other amounts on the books of the Service Company relating to this agreement or the items or services provided by Service Company pursuant to this agreement, including without limitation the amount, if any, for the covenants described in (S)5.7§5.7, above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amounts; (b) Purchase from Service Company any real estate owned by Service Company and used as a Clinic at the greater of the appraised fair market value thereof or the then book value thereof; (c) Purchase, at the greater of the appraised fair market value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company at any Clinic and that relate to the performance of Service Company's ’s obligations under this agreement; (d) Assume all debt, and all contracts, payables, and leases that are obligations of Service Company and that relate to the performance of Service Company's ’s obligations under this agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreement; and (e) Purchase from Service Company, at the greater of the appraised fair market value or the then book value, all of the equipment then being supplied by Service Company pursuant to Service Company's ’s obligations under this agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinic, depreciation, amortization, and other adjustments of assets shown on the books of the Service Company. For purposes of subsection (b), above, the appraised value shall be determined by an appraiser mutually agreed upon by the Parties. In the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified in subsection (b), above, by the appraiser selected hereunder shall be binding on both Parties.

Purchase Obligation. Upon expiration of this Business Management -------------------- Agreement in accordance with Section 6.1 or termination of this agreement for any ------------------- reasonBusiness Management Agreement by Business Manager, Provider shallor upon a violation of covenants not to compete pursuant to Section 4.8, at Service Companythe Practice shall upon Business Manager's optiondemand: (a) Purchase from Service Company at Pay to Business Manager the difference between the consideration received in the Acquisition Transaction minus the book value of the intangible assetsnet tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, goodwill, and all other amounts on the books of the Service Company Business Manager relating to this agreement or the items or services provided by Service Company Business Management Agreement, as such amounts shall be established pursuant to this agreement, the Acquisition Transaction and including without limitation the amountamounts, if any, for the covenants described in (S)5.7, Section 4.8 above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amountsthe intangible assets, deferred charges, or covenants; (b) Purchase from Service Company Business Manager any real estate owned by Service Company Business Manager and used as a Clinic an Office at the greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall perform the appraisal which shall be binding on both Parties; (c) Purchase, Purchase at the greater of the appraised fair market book value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company Business Manager at any Clinic Office and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreementBusiness Management Agreement; (d) Assume all debt, and all contracts, payables, contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Service Company Business Manager and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreement Business Management Agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreementBusiness Manager; andprovided, however, that the Practice shall only be obligated to assume such contacts and leases if the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; (e) Purchase from Service Company, Business Manager at the greater of the appraised fair market book value or the then book value, all of the equipment then being supplied leased to the Practice, including all replacements and additions thereto made by Service Company Business Manager pursuant to Service Company's the performance of its obligations under this agreementBusiness Management Agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinicthe Office, depreciation, amortization, and other adjustments of assets shown on the books of Business Manager; and (f) Cause to be executed by Shareholders of the Service CompanyPractice such personal guaranties and any security agreements reasonably required by Business Manager in connection with the purchase described in this Section 6.4. For purposes of subsection (bthis Section 6.4(f), abovethe term "Shareholders" shall mean any individual who is a Shareholder of the Practice on the date that notice is given of the termination of this Business Management Agreement and any additional individual who is a Shareholder of the Practice on the effective date of this Business Management Agreement. However, the appraised value shall be determined by an appraiser mutually agreed upon such obligations of personal guaranties by the Parties. In Shareholders existing upon the event execution hereof shall expire upon the Parties are unable earlier of their substitution as a shareholder by a designee of Business Manager, or the expiration of any covenants not to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party compete as to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve them personally as the appraiser contemplated hereunder. In the event either Party fails to select an appraiser within 15 days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified in subsection (b), above, by the appraiser selected hereunder shall be binding on both Parties.

Purchase Obligation. Upon expiration of this Business Management Agreement in accordance with Section 6.1 or termination of this agreement for any ------------------- reasonBusiness Management Agreement by Business Manager, Provider shallas set forth in Section 6.2(b) above, at Service Companythe Practice shall upon Business Manager's optiondemand: (a) Purchase from Service Company at Pay to Business Manager the difference between the consideration received in the Acquisition Transaction minus the book value of the intangible assetsnet tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, goodwill, and all other amounts on the books of the Service Company Business Manager relating to this agreement or the items or services provided by Service Company Business Management Agreement, as such amounts shall be established pursuant to this agreement, the Acquisition Transaction and including without limitation the amountamounts, if any, for the covenants described in (S)5.7, Section 4.8 above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amountsthe intangible assets, deferred charges, or covenants; (b) Purchase from Service Company Business Manager any real estate owned by Service Company Business Manager and used as a Clinic an Office at the greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall perform the appraisal which shall be binding on both Parties; (c) Purchase, Purchase at the greater of the appraised fair market book value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company Business Manager at any Clinic Office and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreementBusiness Management Agreement; (d) Assume all debt, and all contracts, payables, contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Service Company Business Manager and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreement Business Management Agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreement; andBusiness Manager; (e) Purchase from Service Company, Business Manager at the greater of the appraised fair market book value or the then book value, all of the equipment then being supplied leased to the Practice, including all replacements and additions thereto made by Service Company Business Manager pursuant to Service Company's the performance of its obligations under this agreementBusiness Management Agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinicthe Office, depreciation, amortization, and other adjustments of assets shown on the books of Business Manager; and (f) Cause to be executed by Shareholders of the Service CompanyPractice such personal guaranties and any security agreements reasonably required by Business Manager in connection with the purchase described in this Section 6.4. For purposes of subsection (bthis Section 6.4(f), the term "Shareholders" shall mean any individual who is a Shareholder of the Practice on the date that notice is given of the termination of this Business Management Agreement and any additional individual who is a Shareholder of the Practice on the effective date of this Business Management Agreement. However, such obligations of personal guaranties by Shareholders shall expire effective five (5) years from the date hereof. All current Shareholders of the Practice shall on or before the effective date of this Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Business Manager an undertaking to comply with this Section 6.4(f) which shall be in the form of Exhibit 6.4(f). Notwithstanding the above, the appraised value Practice and the Shareholders shall be determined by an appraiser mutually agreed upon by not permit without Business Manager Consent, during any three (3) year period during which this Agreement is in effect and only after five (5) years from the Parties. In commencement hereof, the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days transfer of over fifty percent (50%) of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination ownership interests of the appraised value Practice to any existing or new Shareholders of the assets identified Practice or combinations of existing or new Shareholders of the Practice, except in subsection (b)cases of death, above, by disability or retirement of such transferring Shareholders or transfers to replacement Shareholders described in Section 4.1 in accordance with the appraiser selected hereunder shall be binding on both Partiesprovisions set forth in Section 4.1.

Purchase Obligation. Upon expiration of this Business Management Agreement in accordance with Section 6.1 or termination of this agreement for any ------------------- reasonBusiness Management Agreement by Business Manager, Provider shallas set forth in Section 6.2(b) above, at Service Companythe Practice shall upon Business Manager's optiondemand: (a) Purchase from Service Company at Pay to Business Manager the difference between the consideration received in the Acquisition Transaction minus the book value of the intangible assetsnet tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, goodwill, and all other amounts on the books of the Service Company Business Manager relating to this agreement or the items or services provided by Service Company Business Management Agreement, as such amounts shall be established pursuant to this agreement, the Acquisition Transaction and including without limitation the amountamounts, if any, for the covenants described in (S)5.7, Section 4.8 above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amountsthe intangible assets, deferred charges, or covenants; (b) Purchase from Service Company Business Manager any real estate owned by Service Company Business Manager and used as a Clinic an Office at the greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall perform the appraisal which shall be binding on both Parties; (c) Purchase, Purchase at the greater of the appraised fair market book value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company Business Manager at any Clinic Office and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreementBusiness Management Agreement; (d) Assume all debt, and all contracts, payables, contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Service Company Business Manager and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreement Business Management Agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreementBusiness Manager; andprovided, however, that the Practice shall only be obligated to assume such contracts and leases if the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; (e) Purchase from Service Company, Business Manager at the greater of the appraised fair market book value or the then book value, all of the equipment then being supplied leased to the Practice, including all replacements and additions thereto made by Service Company Business Manager pursuant to Service Company's the performance of its obligations under this agreementBusiness Management Agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinicthe Office, depreciation, amortization, and other adjustments of assets shown on the books of Business Manager; and (f) Cause to be executed by Shareholders of the Service CompanyPractice such personal guaranties and any security agreements reasonably required by Business Manager in connection with the purchase described in this Section 6.4. For purposes of subsection (bthis Section 6.4(f), the term "Shareholders" shall mean any individual who is a Shareholder of the Practice on the date that notice is given of the termination of this Business Management Agreement and any additional individual who is a Shareholder of the Practice on the effective date of this Business Management Agreement. However, such obligations of personal guaranties by Shareholders shall expire effective five (5) years from the date hereof and each Shareholder's guaranty shall terminate upon the death of such Shareholder. All current Shareholders of the Practice shall on or before the effective date of this Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Business Manager an undertaking to comply with this Section 6.4(f) which shall be in the form of Exhibit 6.4(f). Notwithstanding the above, the appraised value Practice and the Shareholders shall be determined by an appraiser mutually agreed upon by not permit without Business Manager Consent, during any three (3) year period during which this Agreement is in effect and only after five (5) years from the Parties. In commencement hereof, the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days transfer of over fifty percent (50%) of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination ownership interests of the appraised value Practice to any existing or new Shareholders of the assets identified Practice or combinations of existing or new Shareholders of the Practice, except in subsection (b)cases of death, above, by disability or retirement of such transferring Shareholders or transfers to replacement Shareholders described in Section 4.1 in accordance with the appraiser selected hereunder shall be binding on both Partiesprovisions set forth in Section 4.1.

Purchase Obligation. Upon termination of this agreement Management Services Agreement by Business Manager for cause or by PC in breach of this Agreement or pursuant to Section 7.2(d) hereof, Business Manager shall have the option, exercisable at any ------------------- reasontime within thirty (30) days of such termination, Provider shall, at Service Company's optionto require PC to: (a) Purchase from Service Company Business Manager at book value the intangible assets, deferred charges, goodwill, and all other amounts on the books of the Service Company Business Manager relating to this agreement or the items or services provided by Service Company pursuant to this agreement, including without limitation the amount, if any, for the covenants described in (S)5.7, above, Management Services Agreement as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amountsthe intangible assets, deferred charges, or covenants; (b) Purchase from Service Company Business Manager any real estate owned by Service Company Business Manager and used as a Clinic Center at the greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and PC, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding on both parties. In the event either party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other party, the appraiser selected by the other party shall make the selection of the third party appraiser; (c) Purchase, Purchase at the greater of the appraised fair market book value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company Business Manager at any Clinic Center and that relate solely to the performance of Service CompanyBusiness Manager's obligations under this agreementManagement Services Agreement; (d) Assume all debt, and all contracts, payables, and leases that are obligations of Service Company Business Manager and that relate directly to the performance of Service CompanyBusiness Manager's obligations under this agreement Management Services Agreement or the properties leased or subleased hereunder by Service Company in connection with its obligations under this agreementBusiness Manager; and (e) Purchase from Service Company, Business Manager at the greater of the appraised fair market value or the then book value, value all of the equipment then being supplied listed as set forth in the Purchase Agreement or an exhibit thereto, including all replacements and additions thereto made by Service Company Business Manager pursuant to Service Company's the performance of its obligations under this agreementManagement Services Agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company the Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each ClinicCenter, depreciation, amortization, and other adjustments of assets shown on the books of the Service Company. For purposes of subsection (b), above, the appraised value shall be determined by an appraiser mutually agreed upon by the Parties. In the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified in subsection (b), above, by the appraiser selected hereunder shall be binding on both PartiesBusiness Manager.

Purchase Obligation. Upon expiration of this Business Management Agreement in accordance with Section 6.1 or termination of this agreement for any ------------------- reasonBusiness Management Agreement by Business Manager, Provider shallas set forth in Section 6.2(b) above, at Service Companythe Practice shall upon Business Manager's optiondemand: (a) Purchase from Service Company at Pay to Business Manager the difference between the consideration received in the Acquisition Transaction minus the book value of the intangible assetsnet tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, goodwill, and all other amounts on the books of the Service Company Business Manager relating to this agreement or the items or services provided by Service Company Business Management Agreement, as such amounts shall be established pursuant to this agreement, the Acquisition Transaction and including without limitation the amountamounts, if any, for the covenants described in (S)5.7, Section 4.8 above, as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect amortization or depreciation of all such amountsthe intangible assets, deferred charges, or covenants; (b) Purchase from Service Company Business Manager any real estate owned by Service Company Business Manager and used as a Clinic an Office at the greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the other Party shall perform the appraisal which shall be binding on both Parties; (c) Purchase, Purchase at the greater of the appraised fair market book value or the then book value, all improvements, additions, or leasehold improvements that have been made by Service Company Business Manager at any Clinic Office and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreementBusiness Management Agreement; (d) Assume all debt, and all contracts, payables, contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Service Company Business Manager and that relate principally to the performance of Service CompanyBusiness Manager's obligations under this agreement Business Management Agreement or the properties leased or subleased by Service Company in connection with its obligations under this agreementBusiness Manager; andprovided, however, that the Practice shall only be obligated to assume such contracts and leases if the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; (e) Purchase from Service Company, Business Manager at the greater of the appraised fair market book value or the then book value, all of the equipment then being supplied leased to the Practice, including all replacements and additions thereto made by Service Company Business Manager pursuant to Service Company's the performance of its obligations under this agreementBusiness Management Agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Service Company Business Manager as adjusted through the last day of the month most recently ended prior to the date of such termination in accordance with GAAP to reflect operations of each Clinicthe Office, depreciation, amortization, and other adjustments of assets shown on the books of the Service Company. For purposes of subsection Business Manager; and (b), above, the appraised value shall f) Cause to be determined executed by an appraiser mutually agreed upon by the Parties. In the event the Parties are unable to agree upon an appraiser within 10 days following the date upon which either Party requests the other Party to agree to an appraiser, then each Party shall appoint an appraiser, who shall in turn select a third appraiser who shall serve as the appraiser hereunder. In the event either Party fails to select an appraiser within 15 days Shareholders of the selection of an appraiser Practice such personal guaranties and any security agreements reasonably required by the other Party, the appraiser selected by the other Party shall serve as the appraiser hereunder. The determination of the appraised value of the assets identified Business Manager in subsection (b), above, by the appraiser selected hereunder shall be binding on both Parties.connection