Common use of Repurchase of Assets Clause in Contracts

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 obligations of MidSouth and which relate exclusively to the performance of its obligations under this Agreement or the properties subleased by MidSouth, other than such contracts, payables and leases that are between such Practice and MidSouth or its affiliates. The Buyout Amount shall be reduced by the amount of debt and liabilities of MidSouth assumed by such Practice, by any payment MidSouth has failed to make under this Agreement (other than any such payments constituting all or a portion of the Practice Lost Income Amount of such Practice). Such Practice and any physician owner of such Practice shall execute such documents as may be required to assume the liabilities set forth in this Section 10.6 and to remove or indemnify MidSouth to its reasonable ------------ satisfaction from any liability with respect to such repurchased assets and with respect to any property leased or subleased by MidSouth. (e) The closing date for the repurchase shall be determined by the purchasing Practice, but shall in no event occur later than 60 days from the date of the notice of termination. The termination of this Agreement shall become effective upon the closing of the sale of the assets and the purchasing Practice and such Practice Employees shall be released from the restrictive covenants as and to the extent set forth in Section 10.6(f) on the closing date. --------------- MidSouth shall have the right, in its sole and absolute discretion, to waive the repurchase requirements of a Practice, in which event, the termination of this Agreement shall become effective upon the execution and delivery of such waiver. (f) If the Practice remits the Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 days after determination of such Buyout --------------- Amount, such Practice and the Physician Shareholder shall be released from the restrictive covenants of Article 7. If the affected Practice does not remit the --------- Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 --------------- days after determination of such Buyout Amount, the provisions of Article 7 of --------- this Agreement shall survive in their entirety for a period of two (2) years following the date of termination of this Agreement, which shall be tolled during the time period in which any dispute of the Buyout Amount is subject to arbitration pursuant to Section 15.24. ------------- (g) The fair market value of the FF&E and the Real Estate shall be determined by a nationally recognized independent accounting firm capable of making such determinations and chosen by the affected Practice from a list of three such firms submitted by MidSouth. The affected Practice shall submit its choice of such firms in writing no later than five (5) days after receipt of such list from MidSouth. MidSouth and the affected Practice shall bear the cost of such determination equally. SECTION 1.13. Section 15.2 of the Service Agreement is hereby deleted in its entirety.

Repurchase of Assets. (a) Upon termination of this Agreement pursuant to Section 10.3 Sections 8.1 or Section 8.2 ------------ ------- 10.4 --- hereof, the Practice shall purchase from PHC, MidSouth, or an Affiliate of ---- MidSouth -SUB those assets then owned by PHC, MidSouth, or an Affiliate of MidSouth PHC- SUB that primarily relate to the operation of the Practice, including all accounts receivable (to the extent then owned by PHC-SUB), FF&E and all real property estate (the "Real Estate") then owned by PHC, MidSouth, or an Affiliate of MidSouth -SUB and associated primarily with the operation of such the 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 sum of (i) the cost to PHC-SUB of the outstanding accounts receivable of the Practice previously purchased by PHC-SUB (if any) plus (ii) greater of: (iA) the sum total consideration paid by PHC in connection with the purchase of the capital stock of PHC-SUB pursuant to the Reorganization Agreement, less the aggregate amount of General Management Fees actually collected by PHC-SUB under this Agreement; or (B) the product 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 "Percentage Multiplier" times (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 FF&E and intangible assets the Real Estate. As used in herein, "Percentage Multiplier" shall mean 300% until the operation fifth annual anniversary of such Practice that are purchased the Effective Date of this Agreement; 250% from PHC, MidSouth, or an Affiliate of MidSouth pursuant to this Section 10.6(a)the fifth anniversary until the tenth anniversary; 150% from the tenth anniversary until the twenty-fifth anniversary; and 100% thereafter. --------------- (b) The Practice may shall pay all or a portion the Buyout Amount first by returning the shares (the "Transaction Shares") received by the former shareholders of the Former Practice (the "Sellers") in connection with the Reorganization who are employed by the Practice at the date of termination, up to the Buyout Amount. The Practice shall pay the balance of the Buyout Amount Amount, if any, in (i) PHC Voting Common Stock Transaction Shares received by Sellers who are not employed by the Physician Shareholder under Practice at the PHC Merger Agreement, which shall be valued at $6.25 per sharedate of termination, or (ii) in cash. (c) . The Practice and MidSouth PHC-SUB 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 PHC-SUB 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 Agreementeach party's satisfaction in their sole discretion) 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 AgreementPHC. (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 obligations of MidSouth and which relate exclusively to the performance of its obligations under this Agreement or the properties subleased by MidSouth, other than such contracts, payables and leases that are between such Practice and MidSouth or its affiliates. The Buyout Amount shall be reduced by the amount of debt and liabilities of MidSouth assumed by such Practice, by any payment MidSouth has failed to make under this Agreement (other than any such payments constituting all or a portion of the Practice Lost Income Amount of such Practice). Such Practice and any physician owner of such Practice shall execute such documents as may be required to assume the liabilities set forth in this Section 10.6 and to remove or indemnify MidSouth to its reasonable ------------ satisfaction from any liability with respect to such repurchased assets and with respect to any property leased or subleased by MidSouth. (e) The closing date for the repurchase shall be determined by the purchasing Practice, but shall in no event occur later than 60 days from the date of the notice of termination. The termination of this Agreement shall become effective upon the closing of the sale of the assets and the purchasing Practice and such Practice Employees shall be released from the restrictive covenants as and to the extent set forth in Section 10.6(f) on the closing date. --------------- MidSouth shall have the right, in its sole and absolute discretion, to waive the repurchase requirements of a Practice, in which event, the termination of this Agreement shall become effective upon the execution and delivery of such waiver. (f) If the Practice remits the Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 days after determination of such Buyout --------------- Amount, such Practice and the Physician Shareholder shall be released from the restrictive covenants of Article 7. If the affected Practice does not remit the --------- Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 --------------- days after determination of such Buyout Amount, the provisions of Article 7 of --------- this Agreement shall survive in their entirety for a period of two (2) years following the date of termination of this Agreement, which shall be tolled during the time period in which any dispute of the Buyout Amount is subject to arbitration pursuant to Section 15.24. ------------- (g) The fair market value of the FF&E and the Real Estate shall be determined by a nationally recognized independent accounting firm capable of making such determinations and chosen by the affected Practice from a list of three such firms submitted by MidSouth. The affected Practice shall submit its choice of such firms in writing no later than five (5) days after receipt of such list from MidSouth. MidSouth and the affected Practice shall bear the cost of such determination equally. SECTION 1.13. Section 15.2 of the Service Agreement is hereby deleted in its entirety.

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 Members 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 Members 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 obligations of MidSouth and which relate exclusively to the performance of its obligations under this Agreement or the properties subleased by MidSouth, other than such contracts, payables and leases that are between such Practice and MidSouth or its affiliates. The Buyout Amount shall be reduced by the amount of debt and liabilities of MidSouth assumed by such Practice, by any payment MidSouth has failed to make under this Agreement (other than any such payments constituting all or a portion of the Practice Lost Income Amount of such Practice). Such Practice and any physician owner of such Practice shall execute such documents as may be required to assume the liabilities set forth in this Section 10.6 and to remove or indemnify MidSouth to its reasonable ------------ satisfaction from any liability with respect to such repurchased assets and with respect to any property leased or subleased by MidSouth. (e) The closing date for the repurchase shall be determined by the purchasing Practice, but shall in no event occur later than 60 days from the date of the notice of termination. The termination of this Agreement shall become effective upon the closing of the sale of the assets and the purchasing Practice and such Practice Employees shall be released from the restrictive covenants as and to the extent set forth in Section 10.6(f) on the closing date. --------------- MidSouth shall have the right, in its sole and absolute discretion, to waive the repurchase requirements of a Practice, in which event, the termination of this Agreement shall become effective upon the execution and delivery of such waiver. (f) If the Practice remits the Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 days after determination of such Buyout --------------- -------------- Amount, such Practice and the Physician Shareholder Members shall be released from the restrictive covenants of Article 7. If the affected Practice does not remit the --------- Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 --------------- days after determination of such Buyout Amount, the provisions of Article 7 of --------- this Agreement shall survive in their entirety for a period of two (2) years following the date of termination of this Agreement, which shall be tolled during the time period in which any dispute of the Buyout Amount is subject to arbitration pursuant to Section 15.24. ------------- (g) The fair market value of the FF&E and the Real Estate shall be determined by a nationally recognized independent accounting firm capable of making such determinations and chosen by the affected Practice from a list of three such firms submitted by MidSouth. The affected Practice shall submit its choice of such firms in writing no later than five (5) days after receipt of such list from MidSouth. MidSouth and the affected Practice shall bear the cost of such determination equally. SECTION 1.131.12. Section 15.2 of the Service Agreement is hereby deleted in its entirety.

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 Members 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 Members 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 15.28 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 obligations of MidSouth and which relate exclusively to the performance of its obligations under this Agreement or the properties subleased by MidSouth, other than such contracts, payables and leases that are between such Practice and MidSouth or its affiliates. The Buyout Amount shall be reduced by the amount of debt and liabilities of MidSouth assumed by such Practice, by any payment MidSouth has failed to make under this Agreement (other than any such payments constituting all or a portion of the Practice Lost Income Amount of such Practice). Such Practice and any physician owner of such Practice shall execute such documents as may be required to assume the liabilities set forth in this Section 10.6 and to remove or indemnify MidSouth to its reasonable ------------ satisfaction from any liability with respect to such repurchased assets and with respect to any property leased or subleased by MidSouth. (e) The closing date for the repurchase shall be determined by the purchasing Practice, but shall in no event occur later than 60 sixty (60) days from the date of the notice of termination. The termination of this Agreement shall become effective upon the closing of the sale of the assets and the purchasing Practice and such Practice Employees shall be released from the restrictive covenants as and to the extent set forth in Section 10.6(f) on the closing date. --------------- MidSouth shall have the right, in its sole and absolute discretion, to waive the repurchase requirements of a Practice, in which event, the termination of this Agreement shall become effective upon the execution and delivery of such waiver. (f) If the Practice remits the Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 sixty (60) days after determination of such --------------- Buyout --------------- Amount, such Practice and the Physician Shareholder Members shall be released from the restrictive covenants of Article 7. If the affected Practice does not remit --------- the --------- Buyout Amount to MidSouth in accordance with Section 10.6(a) hereof within 60 --------------- sixty (60) days after determination of such Buyout Amount, the provisions of Article 7 of --------- this Agreement shall survive in their entirety for a period of two --------- (2) years following the date of termination of this Agreement, which shall be tolled during the time period in which any dispute of the Buyout Amount is subject to arbitration pursuant to Section 15.2415.28. ------------- (g) The fair market value of the FF&E and the Real Estate shall be determined by a nationally recognized independent accounting firm capable of making such determinations and chosen by the affected Practice from a list of three such firms submitted by MidSouth. The affected Practice shall submit its choice of such firms in writing no later than five (5) days after receipt of such list from MidSouth. MidSouth and the affected Practice shall bear the cost of such determination equally. SECTION 1.13. Section 15.2 of the Service Agreement is hereby deleted in its entirety.

Repurchase of Assets. (a) Upon termination of this Agreement pursuant to Section 10.3 8.1 or Section ------------ ----------- ------- 10.4 8.2 hereof, the each Practice shall purchase from PHC, MidSouthPHC-SUB, or an Affiliate of ---- MidSouth PHC- --- SUB those assets owned by PHC, MidSouthPHC-SUB, or an Affiliate of MidSouth PHC-SUB that primarily relate to the operation of the such Practice, including all FF&E and all real property owned by PHC, MidSouthPHC-SUB, or an Affiliate of MidSouth PHC-SUB 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 total consideration received paid by PHC in connection with the Physician Shareholder under the Merger Agreement, assuming a fair market value purchase of the MidSouth Practice Management, Inc., capital stock to be $5.00 per shareassets of SDC, plus (B) liabilities of the Practice assumed by MidSouthassumed, if any, pursuant to the PHC Merger Agreement, Purchase Agreement allocable to such Practice plus (CB) the Sub Lost Income Amount, if any, less an amount equal to the sum of (X) any payments MidSouth failed to make the aggregate amount of General Management Fees actually collected by PHC-SUB from such Practice under this Agreement and (Y) the Practice Lost Income Amount, if any; orand (ii) the aggregate fair market value of the tangible and intangible assets used in the operation of such Practice that are purchased from by PHC, MidSouthPHC-SUB, or an Affiliate of MidSouth PHC-SUB pursuant to this Section 10.6(a8.4(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 Agreementsecurities of PHC, which shall be valued at $6.25 per share, or (ii) in cashfair market value as of the date of termination. (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. (db) In addition to the payment of the Buyout Amount as set forth in Section 10.6(a------- 8.4(a), upon termination of this Agreement, such Practice shall pay all --------------- debt and ------ assume without recourse against MidSouth PHC-SUB all contracts, payables and leases which are obligations of MidSouth PHC-SUB and which relate exclusively to the performance of its obligations under this Agreement or the properties subleased by MidSouthPHC-SUB, other than such contracts, payables and leases that are between such Practice and MidSouth PHC-SUB or its affiliates. The Buyout Amount shall be reduced by the amount of debt and liabilities of MidSouth PHC-SUB assumed by such Practice, by any payment MidSouth PHC- SUB has failed to make under this Agreement (other than any such payments constituting all or a portion of the Practice Lost Income Amount of such Practice). Such Practice and any physician owner of such Practice shall execute such documents as may be required to assume the liabilities set forth in this Section 10.6 8.4 and to remove or indemnify MidSouth PHC-SUB to its reasonable ------------ satisfaction ----------- from any liability with respect to such repurchased assets and with respect to any property leased or subleased by MidSouth. (e) PHC-SUB. The closing date for the repurchase shall be determined by the purchasing Practice, but shall in no event occur later than 60 days from the date of the notice of termination. The termination of this Agreement shall become effective upon the closing of the sale of the assets and the purchasing Practice and such Practice Employees shall be released from the restrictive covenants as and to the extent set forth in Section 10.6(f8.4(c) on the closing date. --------------- MidSouth PHC-SUB shall have -------------- the right, in its sole and absolute discretion, to waive the repurchase requirements of a Practice, in which event, the termination of this Agreement shall become effective upon the execution and delivery of such waiver. (fc) If the affected Practice remits the Buyout Amount to MidSouth PHC-SUB in accordance with Section 10.6(a8.4(a) hereof within 60 days after determination of such -------------- Buyout --------------- Amount, such Practice and the Physician Shareholder Practice Employees shall be released from the restrictive covenants of Article 7Sections 5.4. If the affected Practice does not ------------ remit the --------- Buyout Amount to MidSouth PHC-SUB in accordance with Section 10.6(a8.4(a) hereof -------------- within 60 --------------- days after determination of such Buyout Amount, the provisions of Article 7 Section 5.4 of --------- this Agreement shall survive in their entirety for a period of ----------- two (2) years following the date of termination of this Agreement. (d) Fair market value of (i) any shares of PHC securities, which shall be tolled during the time period in which any dispute if any, used to pay all or a portion of the Buyout Amount is subject to arbitration pursuant to Section 15.24. ------------- and (gii) The fair market value of the FF&E and the Real Estate shall be determined by a nationally recognized independent accounting firm capable of making such determinations and chosen by the affected Practice from a list of three such firms submitted by MidSouthPHC-SUB. The affected Practice shall submit its choice of such firms in writing no later than five (5) days after receipt of such list from MidSouthPHC-SUB. MidSouth PHC-SUB and the affected Practice shall bear the cost of such determination equally. SECTION 1.13. Section 15.2 of the Service Agreement is hereby deleted in its entirety.