Common use of Repurchase Obligation Clause in Contracts

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause or by Practice without Practice Cause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices by Business Manager; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in the Purchase Agreements or the exhibits thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 Offices, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services --------------------- Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice Causecause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.47.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices an Office by Business Manager; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in the Purchase Agreements or the exhibits thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 Offices, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice CausePC in breach of this Agreement or pursuant to Section 7.2(d) hereof, Business Manager shall have the rightoption, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.4. In the event Business Manager exercises such right by delivering written notice to Practice exercisable at any time within sixty thirty (6030) days of such termination, then Practice shall be required to require PC to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges charges, and all other amounts on the books of the Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, as adjusted, 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 charges, or covenants. Provided, however, that in the event of a termination of this Agreement pursuant to Section 7.2(d) hereof, the price at which the intangible assets of Business Manager shall be purchased by PC shall be reduced by 20% for each full year that has passed from the date of this Management Services Agreement as of the date of sale; (b) Purchase from Business Manager any real estate owned by Business Manager and used as an Office or Offices a 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 PracticePC, 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-third party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office Center and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt debt, and all contracts, payables payables, and leases that are obligations of Business Manager and that relate principally directly to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices by Business Manager; and (e) Purchase from Business Manager at the greater of book or appraised fair market value or book value all of the equipment listed as set forth in the Purchase Agreements Agreement or the exhibits an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 the Officeseach Center, depreciation, amortization amortization, and other adjustments of assets shown on the books of the Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice Causecause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.47.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, as adjusted, through the last day of the month 42 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices an Office by Business Manager; and (e) Purchase from Business Manager Manager: (i) at book value all of the equipment listed in the ECM Transaction Agreements or the exhibits thereto and (ii) at the greater of book or fair market value all of the equipment listed in which (A) was owned by the Predecessor Professional Corporation (but not any subsidiary thereof) immediately prior to the effective date of the Stock Purchase Agreements or Agreement and (B) was owned by Business Manager immediately following the exhibits theretoconsummation of the Stock Purchase Agreement, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 OfficesOffice, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.47.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 7.4 be construed as enabling Practice to repurchase any assets acquired from owned by any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly subsidiaries of Predecessor Professional Corporation or indirectly to used in connection with the operation of the ambulatory surgical surgery centers owned and operated by Practice immediately subsidiaries of Predecessor Professional Corporation prior to the effective date of the Predecessor Management Services Agreements Stock Purchase Agreement (collectively, the "ASC AssetsAssets "). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above above, and Practice shall have no right to repurchase the ASC Assets under this Section 8.47.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 87, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice Causecause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.47.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book value (as determined in accordance with GAAP) or fair market value of the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book value (as determined in accordance with GAAP) or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices an Office by Business Manager; and (e) Purchase from Business Manager at the greater of book value (as determined in accordance with GAAP) or fair market value of all of the equipment listed in which was (i) was owned by the Predecessor Professional Corporation immediately prior to the effective date of the Stock Purchase Agreements or Agreement and (ii) was transferred to NovaMed pursuant to the exhibits theretoterms and conditions of the Stock Purchase Agreement (the "Predecessor PC Equipment), including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 OfficesOffice, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. Notwithstanding anything to the contrary contained herein, this Section 7.4 shall only require Practice to purchase from Business Manager those assets which are used exclusively in the operation of the ophthalmology practice of Practice in the Office. In the event Business Manager exercises its rights pursuant to this Section 8.47.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 7.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreementassets, which relate directly or indirectly to the ambulatory surgical centers treatment center owned and operated by Practice Predecessor Professional Corporation immediately prior to the effective date of the Predecessor Management Services Agreements Stock Purchase Agreement (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, 7.4 unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8VII, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice CausePC in breach of this Agreement, Business Manager shall have the rightoption, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.4. In the event Business Manager exercises such right by delivering written notice to Practice exercisable at any time within sixty thirty (6030) days of such termination, then Practice shall be required to require PC to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges charges, and all other amounts on the books of the Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, as adjusted, 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 charges, or covenants; (b) Purchase from Business Manager any real estate owned by Business Manager and used as an Office or Offices a 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 PracticePC, 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-third party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office Center and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt debt, and all contracts, payables payables, and leases that are obligations of Business Manager and that relate principally directly to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices by Business Manager; and (e) Purchase from Business Manager at the greater of book or appraised fair market value or book value all of the equipment listed as set forth in the Purchase Agreements Agreement or the exhibits an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 the Officeseach Center, depreciation, amortization amortization, and other adjustments of assets shown on the books of the Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice Causecause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.47.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally would be characterized as an Office Expense hereunder relating to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices an Office by Business Manager, provided, however, that Practice shall only be required to assume those payables in excess of the accounts receivable of Practice in existence at the time this Management Services Agreement is terminated and from which funds are available after satisfying any previous shortfalls applied in accordance with Section 4.9 hereof; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in the Purchase Agreements Contribution and Exchange Agreement or the exhibits an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 OfficesOffice, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.47.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 7.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice Causecause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.47.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices an Office by Business Manager; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in the Purchase Agreements Contribution and Exchange Agreement or the exhibits an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 OfficesOffice, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.47.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 7.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice by Business Manager pursuant to any applicable Purchase the Contribution and Exchange Agreement, which relate directly or indirectly to the ambulatory surgical centers center owned and operated by Practice Eyes of Illinois Surgery Center, S.C. immediately prior to the effective date Effective Date of the Predecessor Management Services Agreements Contribution and Exchange Agreement (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, 7.4 unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8VII, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice without Practice Causecause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.47.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices an Office by Business Manager; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in the Purchase Agreements Contribution and Exchange Agreement or the exhibits an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 OfficesOffice, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.47.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 7.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase the Contribution and Exchange Agreement, which relate directly or indirectly to the ambulatory surgical centers treatment center owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements Contribution and Exchange Agreement (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, 7.4 unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8VII, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services --------------------- Agreement by Business Manager for Business Manager Cause or by Practice without Practice Cause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required to: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, 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 Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 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 make the selection of the third-party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt and all contracts, payables and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices by Business Manager; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in the Purchase Agreements or the exhibits thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 Offices, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.4, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause cause or by Practice New PA without Practice Causecause, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required toNew PA shall: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges charges, and all other amounts on the books of the Business Manager relating to the Management Services Agreement and Predecessor Management Services Agreements, as adjusted, 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 charges, or covenants; (b) Purchase from Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 PracticeNew PA, 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-third party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt debt, and all contracts, payables payables, and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices by Business Manager; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed as set forth in the Purchase Agreements Master Transaction Agreement or the exhibits an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 the OfficesOffice, depreciation, amortization amortization, and other adjustments of assets shown on the books of the Business Manager. In the event Business Manager exercises its rights New PA acknowledges that certain assets listed above have been pledged as collateral pursuant to this Section 8.4that certain Loan Agreement dated December 5, Practice shall have the obligation to purchase all1994 between AOR, as borrower, and not less than allFirst Union National Bank of North Carolina, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 be construed as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practiceagent for various lenders.

Repurchase Obligation. Upon termination of this Management Services Agreement by Business Manager for Business Manager Cause or by Practice without Practice Causeas a result of Physician Group Default, Business Manager shall have the right, but not the obligation, to require Practice to comply with the terms and conditions of this Section 8.4. In the event Business Manager exercises such right by delivering written notice to Practice within sixty (60) days of such termination, then Practice shall be required toPhysician Group shall: (a) Purchase from Business Manager at the greater of book or fair market value the intangible assets, deferred charges charges, and all other amounts on the books of the Business Manager relating to the Management Services this Agreement and Predecessor the acquisition consummated pursuant to that certain Stock Purchase Agreement of even date herewith by and between Business Manager and the Stockholders of AEP Management Services AgreementsServices, Inc., and Doctors Billing Service, Inc., including amounts, if any, for the covenants described in Section 4.9 above, as adjusted, 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 charges, or covenants; (b) Purchase from Business Manager any real estate owned by Business Manager and used as an Office or Offices 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 PracticePhysician Group, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon The third 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-third party appraiser; (c) Purchase at the greater of book or fair market value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate solely to the performance of Business Manager's obligations under this Management Services Agreement; (d) Assume all debt debt, and all contracts, payables payables, and leases that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased hereunder as Offices by Business Manager; and (e) Purchase from Business Manager at the greater of book or fair market value all of the equipment listed in owned by the Purchase Agreements or the exhibits theretoBusiness Manager pursuant to this Agreement, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under the Predecessor Management Services Agreements and this Management Services Agreement, and all other assets, including inventory, inventory and supplies, and tangibles with respect to the Offices, and intangibles, set forth on the books of 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 the OfficesOffice, depreciation, amortization amortization, and other adjustments of assets shown on the books of the Business Manager. In the event Business Manager exercises its rights pursuant to this Section 8.4, Practice shall Physician Group acknowledges that certain assets listed above have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e) above. In no event, however, shall this Section 8.4 been or may be construed pledged as enabling Practice to repurchase any assets acquired from any Regional Practice pursuant to any applicable Purchase Agreement, which relate directly or indirectly to the ambulatory surgical centers owned and operated collateral for loans made by Practice immediately prior to the effective date of the Predecessor Management Services Agreements (collectively, the "ASC Assets"). The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (e) above and Practice shall have no right to repurchase the ASC Assets under this Section 8.4, unless Business Manager shall so elect in writing, in which case Practice shall be required to repurchase the ASC Assets at the greater of the then book or fair market value. For purposes of this Article 8, "fair market value" of a particular item shall be an amount mutually agreed upon by Practice and Business Manager. If Practice and Business Manager are unable to reach agreement on such value after ten (10) days of deliberations, then such fair market value shall be determined by an independent, duly qualified appraiser mutually agreed upon by Practice and Business Manager. If Practice and Business Manager cannot agree upon an appraiser within ten (10) days, then each party shall select a duly qualified appraiser, who in turn will select a third appraiser. This agreed-upon appraiser shall perform the appraisal which shall be binding upon both parties. All expenses of such appraisal shall be borne fifty percent (50%) by Business Manager and fifty percent (50%) by Practice.