Repurchase of Assets Sample Clauses

Repurchase of Assets. A franchisor shall not prohibit a franchisee from, or enforce a prohibition against a franchisee, engaging in any lawful business at any location after a termination or refusal to renew by a franchisor, unless it is one which relies on a substantially similar marketing program as the terminated or nonrenewed franchise or unless the franchisor offers in writing no later than ten business days before expiration of the franchise to purchase the assets of the franchised business for its fair market value as a going concern. The value of the assets shall not include the goodwill of the business attributable to the trademark licensed to the franchisee in the franchise agreement. The offer may be conditioned upon the ascertainment of a fair market value by an impartial appraiser. This section does not apply to assets of the franchised business which the franchisee did not purchase from the franchisor, or the agent of the franchisor. 92 Acts, ch 1134, §11; 95 Acts, ch 117, §6

Repurchase of Assets. Promptly following termination of this Agreement for any reason, the Management Company shall sell, transfer, convey, and assign to the Medical Group, and the Medical Group shall purchase, assume, and accept from the Management Company, at such price and upon such terms as may be agreed upon by the parties -- or, if the parties are unable to agree, at fair market value, determined in the manner set forth below -- all of the following items which are used in connection with the professional practice and related activities of the Medical Group and which, in the case of items (a), (b), (c) and (d), are physically located in any of the offices of the Medical Group, subject to any required consent from any third party having an interest therein: (a) the Medical Equipment owned by the Management Company; (b) the furniture, furnishings, trade fixtures, and office equipment owned by the Management Company; (c) the Management Company's rights and interests in any equipment leased by the Management Company, subject to the Medical Group's assumption of the obligations accruing thereunder after the date of termination of this Agreement; (d) the supplies owned by the Management Company; (e) the Management Company's rights and interests under all of the Office Leases, subject to the Medical Group's assumption of the obligations accruing thereunder after the date of termination of this Agreement; and (f) the deposits of the Management Company relating to the Medical Group. Fair market value of the above described assets shall be determined by an independent appraiser mutually agreed upon by the Medical Group and the Management Company; provided, however, that if the Medical Group and the Management Company are unable to agree upon such an appraiser, each of the parties shall select an appraiser and the two appraisers thus selected shall select a third appraiser. All of the appraisers shall appraise the assets, and for purposes of determining the purchase price, the highest and lowest appraisals shall be disregarded, and the remaining appraisal shall be used.

Repurchase of Assets. Within 30 days following the Rescission Effective Date the Management Company shall, subject to the prior receipt of any required landlord and third party consents, transfer, convey and assign to the Medical Group, and the Medical Group shall purchase, assume and accept from the Management Company, the property described in Section 13.5 above according to the provisions set forth in such Section.

Repurchase of Assets. The Purchased Assets, except for the Accounts Receivable, are subject to repurchase by the Seller from the Buyer upon termination of the Management Services Agreement in accordance with Section 13.5 of the Management Services Agreement.

Repurchase of Assets. In the event that Practice Group terminates this Agreement pursuant to Section 12.3 above, Practice Group shall have the right to repurchase assets from Manager and shall exercise such right by written notice to Manager to such effect no later than ten (10) business days following the effective date of the notice of termination provided for in Section 12.3. In the event that the Manager terminates this Agreement pursuant to Section 12.4 above, the Manager shall have the right to require repurchase of assets by the Practice Group and shall exercise such right by written notice to Practice Group to such effect no later than ten (10) business days following the date of notice of termination provided for in Section 12.4 above. In the event that (i) the Practice Group exercises its right so to repurchase assets, or (ii) the Manager exercises its right to cause the Practice Group so to repurchase assets, Practice Group shall: (a) Purchase from Manager, at the amortized or depreciated book value, all tangible assets (including, without limitation, inventory, supplies, and equipment, and any improvements, additions and leasehold improvements that have been made by Manager at any Office Facility, but excluding real property and Accounts Receivable), intangible assets, prepaid expenses and contractual obligations (and assume the obligations thereunder) relating to the business of the Practice Group; (b) Purchase from Manager, at the greater of (i) fair market replacement value (determined as provided below as of the date of termination of this Agreement) or (ii) amortized or depreciated book value, any real property owned by Manager and used on a substantially exclusive basis in connection with the business of the Practice Group; (c) Assume all debt, and all contracts, payables and leases that are obligations of Manager and that relate solely to the business of the Practice Group or the performance of Manager's obligations under this Agreement; (d) Purchase from Manager all Accounts Receivable relating to the business of the Practice Group, at a value determined in the same manner as when the same were purchased from Practice Group by Manager; and (e) Offer employment to substantially all of the employees employed by Manager and whose services are substantially related solely to the business of the Practice Group and Practice Group. Provided however that in the event that Practice Group exercises its right to repurchase assets pursuant to Section 12.3, the repurchas...

Repurchase of Assets. (a) Upon termination of this Agreement pursuant to Section 10.3 or Section ------------ ------- 10.4 hereof, the Practice shall purchase from PHC, MidSouth, or an Affiliate of ---- MidSouth those assets owned by PHC, MidSouth, or an Affiliate of MidSouth that primarily relate to the operation of the Practice, including all FF&E and all real property owned by PHC, MidSouth, or an Affiliate of MidSouth and associated primarily with the operation of such Practice (the "Real Estate"), and the fair market value of accounts receivable on the date of termination, at a purchase price (the "Buyout Amount") equal to the greater of: (i) the sum of (A) the consideration received by the Physician Shareholder under the Merger Agreement, assuming a fair market value of the MidSouth Practice Management, Inc., capital stock to be $5.00 per share, plus (B) liabilities of the Practice assumed by MidSouth, if any, pursuant to the PHC Merger Agreement, plus (C) the Sub Lost Income Amount, if any, less an amount equal to the sum of (X) any payments MidSouth failed to make under this Agreement and (Y) the Practice Lost Income Amount, if any; or (ii) the aggregate fair market value of the tangible and intangible assets used in the operation of such Practice that are purchased from PHC, MidSouth, or an Affiliate of MidSouth pursuant to this Section 10.6(a). --------------- (b) The Practice may pay all or a portion of the Buyout Amount in (i) PHC Voting Common Stock received by the Physician Shareholder under the PHC Merger Agreement, which shall be valued at $6.25 per share, or (ii) in cash. (c) The Practice and MidSouth each acknowledge that they contemplate the reasonable expansion of the Practice in the future through the addition of physicians and ancillary services. The Practice and MidSouth further acknowledge that they contemplate that the formula for computing the Buyout Amount shall be equitably adjusted (as mutually agreed by the parties to this Agreement) in the future to account for such expansion to the extent expansion is funded by MidSouth. Any disputes arising from the foregoing adjustment of the Buyout Amount shall be submitted to arbitration pursuant to Section 15.24 of ------------- this Agreement. (d) In addition to the payment of the Buyout Amount as set forth in Section 10.6(a), upon termination of this Agreement, such Practice shall pay all --------------- debt and assume without recourse against MidSouth all contracts, payables and leases which are obligati...

Repurchase of Assets. The Purchased Assets, except for the Accounts Receivable, are subject to repurchase by the Seller from the Buyer upon termination and/or recission of the Management Services Agreement in accordance with Sections 13.5, 14.1 and/or 14.3 of the Management Services Agreement. In addition, a portion of the Purchased Assets are subject to repurchase by a Disengaging Member (as defined in the Management Services Agreement) upon such Disengaging Member's disengagement from the Management Services Agreement in accordance with the provisions of Section 14.2 of the Management Services Agreement.

Repurchase of Assets. Within thirty (30) days after the Effective Date of the disengagement (that is, thirty

Repurchase of Assets. Within 30 days following the Effective Date of the rescission of this Agreement pursuant to the provisions of this Section 14.3, the Management Company shall sell, transfer, convey and assign to the Medical Group and the Medical Group shall purchase, assume and accept from the Management Company the property described and under the terms provided in Section 13.5 of this Agreement.

Repurchase of Assets. Amendment, Modification and Waiver..................................... 19