Common use of Purchase Obligation Clause in Contracts

Purchase Obligation. Upon expiration of this Retail Business Management Agreement in accordance with Section 6.1 or termination of this Retail Business Management Agreement by Retail Business Manager, as set forth in Sections 6.2(b) or 6.2(d) above, the Practice shall upon Retail Business Manager's demand: (a) Purchase from Retail Business Manager at book value all of the assets, tangible and intangible, including without limitation equipment, furniture, goodwill, intellectual property, inventory, and supplies, used in, or related to, the operations of the Dispensary and all replacements and additions thereto made by Retail Business Manager pursuant to the performance of its obligations under this Retail Business Management Agreement, set forth on the books of Retail 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 the Dispensary, depreciation, amortization, and other adjustments of assets shown on the books of Retail Business Manager; (b) Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Retail Business Manager and that relate principally to the performance of Retail Business Manager's obligations under this Retail Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contracts and leases if a reasonable third person would conclude that the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; and (c) Cause to be executed by Shareholders of the Practice such security agreements reasonably required by Retail Business Manager in connection with the purchase described in this Section 6.4. All current Shareholders of the Practice shall on or before the effective date of this Retail Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Retail Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Retail Business Manager an undertaking to comply with this Section 6.4 which shall be in the form of Exhibit 6.4.

Purchase Obligation. Upon expiration of this Retail Professional Business Management Agreement in accordance with Section 6.1 or termination of this Retail Professional Business Management Agreement by Retail Professional Business Manager, as set forth in Sections 6.2(b) or 6.2(d) above, the Practice shall upon Retail Professional Business Manager's ’s demand: (a) Purchase from Retail Professional Business Manager at book value all of the assets, tangible and intangible, including without limitation equipment, furniture, goodwill, intellectual property, inventory, inventory and supplies, supplies used in, or related to, in the operations of the Dispensary and Office, including all replacements and additions thereto made by Retail Professional Business Manager pursuant to the performance of its obligations under this Retail Professional Business Management Agreement, set forth on the books of Retail 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 the DispensaryOffice, depreciation, amortization, and other adjustments of assets shown on the books of Retail Professional Business Manager;. (b) Assume all contracts and leases and the Practice's ’s pro rata share of all debts and payables that are obligations of Retail Professional Business Manager and that relate principally to the performance of Retail Professional Business Manager's ’s obligations under this Retail Professional Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contracts contacts and leases if a reasonable third person would conclude that the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; and; (c) Cause to be executed by Shareholders of the Practice such security agreements reasonably required by Retail Professional Business Manager in connection with the purchase described in this Section 6.4. All current Shareholders of the Practice shall on or before the effective date of this Retail Professional Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Retail Professional Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Retail Professional Business Manager an undertaking to comply with this Section 6.4 which shall be in the form of Exhibit 6.4.

Purchase Obligation. Upon expiration of this Retail Business Management Agreement in accordance with Section 6.1 or termination of this Retail Business Management Agreement by Retail Business Manager, as set forth in Sections 6.2(b) or 6.2(d) above, the Practice shall upon Retail Business Manager's ’s demand: (a) Purchase from Retail Business Manager at book value all of the assets, tangible and intangible, including without limitation equipment, furniture, goodwill, intellectual property, inventory, and supplies, used in, or related to, the operations of the Dispensary and all replacements and additions thereto made by Retail Business Manager pursuant to the performance of its obligations under this Retail Business Management Agreement, set forth on the books of Retail 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 the Dispensary, depreciation, amortization, and other adjustments of assets shown on the books of Retail Business Manager; (b) Assume all contracts and leases and the Practice's ’s pro rata share of all debts and payables that are obligations of Retail Business Manager and that relate principally to the performance of Retail Business Manager's ’s obligations under this Retail Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contracts and leases if a reasonable third person would conclude that the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; and (c) Cause to be executed by Shareholders of the Practice such security agreements reasonably required by Retail Business Manager in connection with the purchase described in this Section 6.4. All current Shareholders of the Practice shall on or before the effective date of this Retail Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Retail Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Retail Business Manager an undertaking to comply with this Section 6.4 which shall be in the form of Exhibit 6.4.

Purchase Obligation. Upon expiration of this Retail Business Management Agreement in accordance with Section 6.1 or termination of this Retail Business Management Agreement by Retail Business Manager, as set forth in Sections Section 6.2(b) or 6.2(d) above, the Practice shall upon Retail Business Manager's demand: (a) Pay to Business Manager the difference between the consideration received in the Acquisition Transaction minus the book value of the net tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, and all other amounts on the books of the Business Manager relating to the Business Management Agreement, as such amounts shall be established pursuant to the Acquisition Transaction and including amounts, if any, for the covenants described in 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 the intangible assets, deferred charges, or covenants; (b) Purchase from Retail Business Manager any real estate owned by Business Manager and used as 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 at book value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate principally to the performance of Business Manager's obligations under this Business Management Agreement; (d) Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Business Manager and that relate principally to the -43- 44 performance of Business Manager's obligations under this Business Management Agreement or the properties leased or subleased by Business Manager; provided, 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 Business Manager at book value all of the assets, tangible and intangibleequipment leased to the Practice, including without limitation equipment, furniture, goodwill, intellectual property, inventory, and supplies, used in, or related to, the operations of the Dispensary and all replacements and additions thereto made by Retail Business Manager pursuant to the performance of its obligations under this Retail Business Management Agreement, and all other assets, including inventory and supplies, tangibles and intangibles, set forth on the books of Retail 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 the DispensaryOffice, depreciation, amortization, and other adjustments of assets shown on the books of Retail Business Manager; (b) Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Retail Business Manager and that relate principally to the performance of Retail Business Manager's obligations under this Retail Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contracts and leases if a reasonable third person would conclude that the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; and (cf) Cause to be executed by Shareholders of the Practice such personal guaranties and any security agreements reasonably required by Retail Business Manager in connection with the purchase described in this Section 6.4. For purposes of this 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 Retail Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Retail Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Retail Business Manager an undertaking to comply with this Section 6.4 6.4(f) which shall be in the form of Exhibit 6.46.4(f). Notwithstanding the above, the Practice and the Shareholders shall 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 commencement hereof, the transfer of over fifty percent (50%) of the ownership interests of the Practice to any existing or new Shareholders of the Practice or combinations of existing or new Shareholders of the Practice, except in cases of death, disability or retirement of such transferring Shareholders or transfers to replacement Shareholders described in Section 4.1 in accordance with the provisions set forth in Section 4.1.

Purchase Obligation. Upon expiration of this Retail Business Management Agreement in accordance with Section 6.1 or termination of this Retail Business Management Agreement by Retail Business Manager, as set forth in Sections 6.2(b) or 6.2(d) above, the Practice shall upon Retail Business Manager's ’s demand: (a) to the extent requested by Retail Business Manager, purchase from Retail Business Manager at book value all of the assets, including inventory and supplies, listed in the Xxxx of Sale whereby Retail Business Manager acquired from the Practice substantially all of the furniture, fixtures, and equipment used in the operation of the Dispensary prior to execution of this Retail Business Management Agreement, including all replacements and additions thereto made by Retail Business Manager pursuant to the performance of its obligations under this Retail Business Management Agreement, as adjusted in accordance with GAAP to reflect operations of the Dispensary, depreciation, amortization, and other adjustments through the last day of the month most recently ended prior to the date of such termination. (b) Assume all contracts and leases and the Practice’s pro rata share of all debts and payables that are obligations of Retail Business Manager and that relate principally to the performance of Retail Business Manager’s obligations under this Retail Business Management Agreement; provided, 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; (c) Purchase from Retail Business Manager at book value all of the assets, tangible and intangible, including without limitation equipment, furniture, goodwill, intellectual property, inventory, inventory and supplies, supplies not listed in said Xxxx of Sale but used in, or related to, in the operations of the Dispensary and Dispensary, including all replacements and additions thereto made by Retail Business Manager pursuant to the performance of its obligations under this Retail Business Management Agreement, set forth on the books of Retail 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 the Dispensary, depreciation, amortization, and other adjustments of assets shown on the books of Retail Business Manager; (b) Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Retail Business Manager and that relate principally to the performance of Retail Business Manager's obligations under this Retail Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contracts and leases if a reasonable third person would conclude that the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; and (cd) Cause to be executed by Shareholders of the Practice such security agreements reasonably required by Retail Business Manager in connection with the purchase described in this Section 6.4. All current Shareholders of the Practice shall on or before the effective date of this Retail Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Retail Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Retail Business Manager an undertaking to comply with this Section 6.4 which shall be in the form of Exhibit 6.4.

Purchase Obligation. Upon expiration of this Retail Professional Business Management Agreement in accordance with Section 6.1 or termination of this Retail Professional Business Management Agreement by Retail Professional Business Manager, as set forth in Sections 6.2(b) or 6.2(d) above, the Practice shall upon Retail Professional Business Manager's ’s demand: (a) Purchase from Retail Professional Business Manager at book value all of the assets, tangible and intangible, including without limitation equipment, furniture, goodwill, intellectual property, inventory, and supplies, used in, or related to, the operations of the Dispensary Office and all replacements and additions thereto made by Retail Professional Business Manager pursuant to the performance of its obligations under this Retail Professional Business Management Agreement, set forth on the books of Retail 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 the DispensaryOffice, depreciation, amortization, and other adjustments of assets shown on the books of Retail Professional Business Manager; (b) Assume all contracts and leases and the Practice's ’s pro rata share of all debts and payables that are obligations of Retail Professional Business Manager and that relate principally to the performance of Retail Professional Business Manager's ’s obligations under this Retail Professional Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contracts contacts and leases if a reasonable third person would conclude that the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; and (c) Cause to be executed by Shareholders of the Practice such security agreements reasonably required by Retail Professional Business Manager in connection with the purchase described in this Section 6.4. All current Shareholders of the Practice shall on or before the effective date of this Retail Professional Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Retail Professional Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Retail Professional Business Manager an undertaking to comply with this Section 6.4 which shall be in the form of Exhibit 6.4.

Purchase Obligation. (a) Upon expiration of this Retail Professional Business Management Agreement in accordance with Section 6.1 or termination of this Retail Professional Business Management Agreement by Retail Professional Business Manager, as set forth in Sections 6.2(b) or 6.2(d) above, the Practice shall upon Retail Professional Business Manager's demand: (ai) Purchase to the extent requested by Professional Business Manager, purchase from Retail Professional Business Manager at book value all of the assets, tangible and intangible, including without limitation equipment, furniture, goodwill, intellectual property, inventoryfixtures, and suppliesnon-medical equipment used in the operation of the Office and owned by the Professional Business Manager, used in, or related to, the as adjusted in accordance with GAAP to reflect operations of the Dispensary Office, depreciation, amortization, and all replacements and additions thereto made by Retail Business Manager pursuant to the performance of its obligations under this Retail Business Management Agreement, set forth on the books of Retail Business Manager as adjusted 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 operations of the Dispensary, depreciation, amortization, and other adjustments of assets shown on the books of Retail Business Manager;termination. (bii) Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Retail Professional Business Manager and that relate principally to the performance of Retail Professional Business Manager's obligations under this Retail Professional Business Management Agreement; provided, however, that the Practice shall only be obligated to assume such contracts contacts and leases if a reasonable third person would conclude that the Practice will be able to enjoy the benefits of the contracts and leases following such assumption; and (ciii) Cause to be executed by Shareholders Shareholder of the Practice such security agreements reasonably required by Retail Professional Business Manager in connection with the purchase described in this Section 6.4. All The current Shareholders Shareholder of the Practice shall on or before the effective date of this Retail Professional Business Management Agreement, and all individuals who become Shareholders of the Practice after the effective date of commencement of this Retail Professional Business Management Agreement shall upon becoming a Shareholder of the Practice, execute and deliver to Retail Professional Business Manager an undertaking to comply with this Section 6.4 which shall be in the form of Exhibit 6.4. (b) Upon expiration of this Professional Business Management Agreement in accordance with Section 6.1 or termination of this Professional Business Management Agreement by Professional Business Manager, as set forth in Sections 6.2(b) or 6.2(d) above, and the Professional Business Manager does not elect to require the Practice to purchase the assets and take the other actions required in Section 6.4(a) above, the Practice shall upon Professional Business Manager's request, sell to the Professional Business Manager, or its assigns, all of the health care related equipment owned by the Practice at a purchase price equal to the book value, 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.