Common use of Put Option Clause in Contracts

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Schneekluth contemplated thereunder, and any goodwill and other intangible xxx xxxxx xxxxxxxble assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Schneekluth at least twenty (20) calendar days prior to the date specified in xxxxxxxxx xx such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at the greater of the fair market value, but not less than value or the book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Endodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Endodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at the greater of the fair market value, but not less than value or book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Holt coxxxxxxxxed thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Endodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx Holt at xxxxx xxenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue Holt wilx xxxxxnue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C.C. Notwithstanding the foregoing, in the event of Dr. Holt, nexxxxx Xxega nor the MSO shall be entitled to exercise the Put Option against Dr. Holt's exxxxx.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Endodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Endodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Gray contemplated thereunder, and any goodwill xxxxxxxl and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Endodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Gray at least twenty (20) calendar days prior to xxxxx xx the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Xx. Xxxxx contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Xx. Xxxxx at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Leonard contemplated thereunder, and any goodwill anx xxx xxxxxxxl and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Leonard at least twenty (20) calendar days prior to dayx xxxxx xx the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Longworth contemplated thereunder, and any goodwill axx xxx xxxxxxxl and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Longworth at least twenty (20) calendar days prior to the dayx xxxxx xx xxx date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Feldman contemplated thereunder, and any goodwill and other intangible otxxx xxxxxxible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Feldman at least twenty (20) calendar days prior to the date specified xxxxxxxxx in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, but not Xx. Xxxxxx individually, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Xx. Xxxxxx contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Xx. Xxxxxx at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic OfficesOffice, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at of the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic OfficesOffice, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Villa contemplated thereunder, and any goodwill xxxxxxxx and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic OfficesOffice. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Villa at least twenty (20) calendar days prior to xxxxx xx the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker Schneeklxxx xxxxxxxxxxxd thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex Schneekxxxx xx xxxxx xxenty xwenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker Schneeklxxx xxxx xxxxxxue xxxxinue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C.

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) PurchasePurchase from the MSO at book value any goodwill and other intangible assets set forth on the Balance Sheet, by obtaining and obtain from the MSO an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Schmisseur contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contractsxxx xxx xxxxxacts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Schmisseur at least twenty (20) calendar days prior to the date specified in xxxxxxxxx xx such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..

Put Option. The MSO shall have the option (the "Put Option") to require the New PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to: (a) Purchase from the MSO at fair market value, but not less than book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic OfficesOffice, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as at of the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic OfficesOffice, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Purchase, by obtaining an assignment from the MSO, at fair market value, but not less than book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Whitaker xxxxxxxxxxxd Azani contemplated thereunder, and any goodwill xxxxxxxx and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic OfficesOffice. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the New PC and Dr. Whitakex xx xxxxx xxenty Azani at least twenty (20) calendar days prior to xxxxx xx the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price"). It is understood and agreed that Dr. Whitaker xxxx xxxxxxue to be bound by the terms of the non-competition agreement attached hereto as Exhibit C..