Repayment of Consideration. JDA enters into this Agreement in reliance upon the Release of All Claims given by Executive in Section 3 above. In the event that Executive brings any claims or proceedings, (whether statutory or otherwise), relating to employment with JDA or any affiliate, or the termination thereof, against JDA, any affiliate, its or their employees, officers or shareholders, other than an age discrimination claim under the Age Discrimination in Employment Act, Executive agrees to repay to JDA on demand and in full the payment received pursuant to Section 2 above to the fullest extent permitted by law. To the extent, JDA cannot obtain from Executive the immediate repayment of the sum received pursuant to Section 2 above, the sum shall be recoverable as a debt, together with all costs, including legal costs, incurred by JDA in recovering the sum and/or in relation to any claims or proceedings so brought by Executive, and together with interest thereon for the period commencing on the date the sum was paid to Executive and ending on the date JDA receives repayment of such monies in full, such interest to be calculated at the prevailing Prime Rate published in the Wall Street Journal on the date the said sum was paid to Executive.
Repayment of Consideration. On or before the Effective Date of the rescission/disengagement, the Medical Group shall deliver to the Management Company the following:
(i) Cash Consideration:
(A) Second (2nd) Anniversary: In the event the Medical Group exercises its option as of the Second (2nd) Anniversary, a dollar amount equal to the aggregate cash consideration received by the Medical Group or by the Eligible Parties (the amount of which is set forth opposite the name of each of the Eligible Parties on Schedule III hereto) from the Management Company upon execution of this Agreement, SAVE AND EXCEPT for that portion of the cash consideration payable under the terms of that one (1) certain Asset Purchase Agreement executed contemporaneously with the execution of this Agreement (the amount of which is also set forth opposite the name of each of the Eligible Parties on Schedule III hereto). The aggregate sum so determined shall be payable to the Management Company in cash, by cashier's or certified check or by wire transfer of good funds delivered to a depository institution designated by the Management Company;
Repayment of Consideration. On or before the Effective Date of disengagement, the Disengaging Member shall deliver to the Management Company the following:
(i) Cash Consideration:
(A) Second (2nd) Anniversary: In the event the Disengaging Member exercises his option as of the Second (2nd) Anniversary, a dollar amount equal to the aggregate cash consideration received by the Disengaging Member (the amount of which is set forth opposite such Disengaging Member's name on Schedule III hereto) from the Management Company upon execution of this Agreement, SAVE AND EXCEPT for the Disengaging Member's portion of the cash consideration payable under the terms of that one (1) certain Asset Purchase Agreement executed contemporaneously with the execution of this Agreement (the amount of which is also set forth opposite such Disengaging Member's name on Schedule III hereto). The aggregate sum, so determined, shall be payable to the Management Company in cash, by cashier's or certified check or by wire transfer of good funds delivered to a depository institution designated by the Management Company;
(B) Seventh (7th)
Repayment of Consideration. On or before the Effective Date of the rescission of this Agreement, the Medical Group shall deliver to the Management Company the following:
(i) Cash Consideration: A dollar amount equal to the aggregate cash consideration received by the Medical Group or by the Eligible Parties (the amount of which is set forth opposite the name of each of the Eligible Parties on Schedule III hereto) from the Management Company upon execution of this Agreement, SAVE AND EXCEPT for that portion of the cash consideration payable under the terms of that one (1) certain Asset Purchase Agreement executed contemporaneously with the execution of this Agreement (the amount of which is also set forth opposite the name of each of the Eligible Parties on Schedule III hereto). The aggregate sum so determined shall be payable to the Management Company in cash, by cashier's or certified check or by wire transfer of good funds delivered to a depository institution designated by the Management Company.
Repayment of Consideration. (i) In the event that the Medical Group elects to exercise its Rescission Option, the Medical Group shall cause each physician receiving capital stock of the Management Company as of the date hereof to, and each such physician shall, deliver to the Management Company, on or before the Rescission Effective Date, stock certificates representing an aggregate 230,004 shares of common stock of the Management Company, which shares were issued to each such physician pursuant to a Restricted Stock Agreement. Certificates delivered pursuant to this Section 14.1(c) shall be duly endorsed for transfer to the Management Company. In the event that any portion of the shares to be returned pursuant to this paragraph shall have been previously transferred by any such physician, the Fair Market Value of those previously transferred shares required to be returned, determined as of September 1, 2001, shall be payable by such physician to the Management Company in cash, by cashier's or certified check or by wire transfer of funds delivered to a depository institution designated by the Management Company. Notwithstanding anything contained herein to the contrary, the Medical Group will not be obligated to return to the Management Company any of the cash consideration received by the Medical Group pursuant to the Asset Purchase Agreement, except as set forth in paragraph (b) above.
(ii) As used herein, "Fair Market Value" of each share of the common stock of the Management Company means the average of the closing prices of the sales of the common stock on all securities exchanges on which the common stock may at the time be listed, or, if there have been no sales on any such exchange on any given day, the average of the last bid and asked prices on all such exchanges at the end of such day, or, if on any given day the common stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market National Market System ("Nasdaq") as of 4:00 P.M., New York time, or, if on any given day the common stock is not quoted in Nasdaq, the average of the bid and asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive trading days prior to such day. If at any time the common stock is not listed o...
Repayment of Consideration. On or before the Rescission Effective Date, the Medical Group shall deliver to the Management Company the cash consideration received by the Medical Group from the Management Company pursuant to this Agreement and the Asset Purchase Agreement less the aggregate amount of the Management Fees paid to the Management Company hereunder; provided, however, that the portion of such consideration attributed to the A/R Amount (as defined in the Asset Purchase Agreement), as adjusted pursuant to Section 2.3 thereof, shall not be returned to the Management Company.
Repayment of Consideration. In the event that the Medical Group elects to exercise its Rescission Option, the Medical Group shall pay to the Management Company $2,974,184.55, half of which shall be payable in cash, by cashier's or certified check or by wire transfer of funds delivered to a depository institution designated by the Management Company and the other half of which shall be payable by delivery of a promissory note from the Medical Group to the Management Company, which note shall bear interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of the Internal Revenue Code) in effect from time to time and shall be payable in full 12 months after the Rescission Effective Date.
Repayment of Consideration. In the event that the Medical Group elects to exercise its Rescission Option, the Medical Group shall cause each physician receiving capital stock of the Management Company as of the date hereof to, and each such physician shall, deliver to the Management Company, on or before the Rescission Effective Date, stock certificates representing that number of shares of common stock of the Management Company as is set forth opposite such physician's name on Annex A attached hereto, which shares were issued to each such physician pursuant to a Restricted Stock Agreement. Certificates delivered pursuant to this Section 13.6(d) shall be duly endorsed for transfer to the Management Company. In the event that any portion of the shares to be returned pursuant to this paragraph shall have been previously disposed of by any such physician, the Fair Market Value (as defined in the Restricted Stock Agreement) of such portion, determined as of the Rescission Effective Date, shall be payable by each such physician to the Management Company in cash, by cashier's or certified check or by wire transfer of funds delivered to a depository institution designated by the Management Company. Notwithstanding anything contained herein to the contrary, the Medical Group will not be obligated to return to the Management Company any of the cash consideration received by the Medical Group pursuant to the Asset Purchase Agreement, except as set forth in paragraph (c) above.
Repayment of Consideration. JDA enters into this Agreement in reliance upon the warranty given by Employee in Section 3 above. In the event that Employee brings any claims or proceedings, (whether statutory or otherwise), relating to employment with JDA or any affiliate, or the termination thereof, against JDA, any affiliate, its or their employees, officers or shareholders, Employee agrees to repay to JDA on demand and in full the payment received pursuant to Section 2 above. This sum shall be recoverable as a debt, together with all costs, including legal costs, incurred by JDA in recovering the sum and/or in relation to any claims or proceedings so brought by Employee, and together with interest thereon for the period commencing on the date the sum was paid to Employee and ending on the date JDA receives repayment of such monies in full, such interest to be calculated at the prevailing Prime Rate published in the Wall Street Journal on the date the said sum was paid to Employee.
Repayment of Consideration. On or before the Effective Date of the rescission/disengagement, the Medical Group shall deliver to the Management Company the following:
