Common use of Repurchase Option Clause in Contracts

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 at the appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (c) Purchase at 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 by Business Manager; and (e) Purchase from Business Manager at fair market value all of the equipment listed in the Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, 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 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 at the greater of the appraised fair market value or then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (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 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 Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. (f) Acquire the name, American Eye Institute, from Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (ef). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to the ASC Assets. The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (ef) above and Practice shall have no right to repurchase the ASC Assets under this Section 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d7.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5. In no event shall the price to be repaid by Practice pursuant to this Section 7.5 exceed the aggregate purchase price paid to Practice (excluding the ambulatory surgery center) by NovaMed pursuant to the terms and conditions of the Contribution and Exchange Agreement.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 at the appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (c) Purchase at 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 by Business Manager; and (e) Purchase from Business Manager at fair market value all of the equipment listed in the Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice by Business Manager pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares units (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d7.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, 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 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 at the greater of the appraised fair market value or then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (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 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 Contribution and Exchange Agreement or an exhibit theretoPredecessor PC Equipment, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange AgreementPredecessor Professional Corporation, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, and subject to Section 7.6 hereof, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Stock Purchase Agreement); or (ii) contributing to Business Manager that number of Exchange Shares shares (as such term is defined in the Contribution and Exchange Stock Purchase Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d6.01(d) of the Contribution and Exchange Stock Purchase Agreement), equals the cash amount required pursuant to this Section 7.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause Practice Cause pursuant to Section 7.2(b8.2(b) hereof, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market the then book 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 of any real estate owned by Business Manager and used as an Office or Offices at the then appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 8.4 hereof; (c) Purchase at fair market the then book value all improvements, additions or leasehold improvements that have been made by Business Manager at any Office or Offices 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 by Business Manager; and (e) Purchase from Business Manager at fair market the then book value all of the equipment listed in the Contribution and Exchange Agreement Purchase Agreements or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 OfficeOffices, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.58.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 8.5 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. In lieu of paying cash for the items described in this Section 7.58.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) of contributing to Business Manager that number of Exchange Shares shares of Series A Convertible Preferred Stock, par value $.01 per share (as such term is defined in "NovaMed Stock") of NovaMed Eyecare, Inc., the Contribution and Exchange Agreement) parent company of Business Manager ("NovaMed Parent"), which, based on the then fair market value of such shares (shares, determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d4.2(b) of the Contribution and Exchange Services Agreement), equals the cash amount required pursuant to this Section 7.58.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause Practice Cause pursuant to Section 7.2(b8.2(b) hereof, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market the then book 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 of any real estate owned by Business Manager and used as an Office or Offices at the then appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 8.4 hereof; (c) Purchase at fair market the then book value all improvements, additions or leasehold improvements that have been made by Business Manager at any Office or Offices 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 by Business Manager; and (e) Purchase from Business Manager at fair market the then book value all of the equipment listed in the Contribution and Exchange Agreement Purchase Agreements or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 OfficeOffices, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.58.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 8.5 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. In lieu of paying cash for the items described in this Section 7.58.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) of contributing to Business Manager that number of Exchange Shares shares of Series A Convertible Preferred Stock, par value $.01 per share (as such term is defined in "NovaMed Stock") of NovaMed Eyecare, Inc., the Contribution and Exchange Agreement) parent company of Business Manager ("NovaMed Parent"), which, based on the then fair market value of such shares (shares, determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d4.2(b) of the Contribution and Exchange Services Agreement), equals the cash amount required pursuant to this Section 7.58.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 at the appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (c) Purchase at 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 by Business Manager; and (e) Purchase from Business Manager at fair market value all of the equipment listed in the Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice by Business Manager pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares units (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d7.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, 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 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 at the greater of the appraised fair market value or then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (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 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 Contribution and Exchange Agreement or an exhibit theretoPredecessor PC Equipment, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange AgreementPredecessor Professional Corporation, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, and subject to Section 7.6 hereof, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Stock Purchase Agreement); or (ii) contributing to Business Manager that number of Exchange Shares shares (as such term is defined in the Contribution and Exchange Stock Purchase Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d6.01(d) of the Contribution and Exchange Stock Purchase Agreement), equals the cash amount required pursuant to this Section 7.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice Business Manager in breach of this Agreement or by PC for cause pursuant to Section 7.2(b) hereofcause, Practice PC shall have the right, option but not the obligation, toobligation to do all or none of the following: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 a Center at the appraised fair market book value thereof. In the event of any repurchase of real property, the appraised value shall be determined by Business Manager and PC, each selecting a duly qualified appraiser, who in accordance with turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal mechanism described in Section 7.4 hereofwhich 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; (cb) Purchase at fair market book value all improvements, additions 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; (dc) 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 by Business Manager; and (ed) Purchase from Business Manager at fair market book value all of the equipment listed as set forth in the Contribution and Exchange Purchase Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Officeeach Center, depreciation, amortization amortization, and other adjustments of assets shown on the books of the Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b6.2(b), or Section 6.2(c) hereof, Practice Physician Group shall be released from the restrictive covenants in Section 4.9 and shall have the right, option but not the obligation, toobligation to do all or none of the following: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 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 Physician Group, each selecting a duly qualified appraiser, who in accordance with turn will agree on a third appraiser. The third appraiser shall perform the appraisal mechanism described in Section 7.4 hereofwhich 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; (cb) Purchase at fair market book value all improvements, additions 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; (dc) Assume all debt debt, and all contracts, payables payables, and leases that are obligations of Business Manager and that relate related principally to the performance of Business Manager's obligations under this Management Services Agreement or the properties leased or subleased by Business Manager; and (ed) Purchase from Business Manager at fair market book value all of the equipment listed in the Contribution and Exchange Agreement or an exhibit theretoowned by Business Manager pursuant to this Agreement, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization amortization, and other adjustments of assets shown on the books of the Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice Physician Group shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing provide notice to Business Manager of its intent to exercise the option above described at the same time that number Physician Group provides notice to Business Manager of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant Physician Group's election to terminate this Section 7.5.Agreement for cause. Physician

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, by Business Manager without cause or upon expiration of the Term, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market book value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 at the greater of the appraised fair market value or then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (c) Purchase at fair market book 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 by Business Manager; and (e) Purchase from Business Manager Manager: (i) at fair market book value all of the equipment listed in the Contribution ECM Transaction Agreements or the exhibits thereto, and Exchange (ii) at the greater of book or fair market value all of the equipment which (A) was owned by the Predecessor Professional Corporation (but not any subsidiary thereof) immediately prior to the effective date of the Stock Purchase Agreement or an exhibit theretoand (B) was owned by Business Manager immediately following the Consummation of the Stock Purchase Agreement, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.57.5 or under Section 7.4, Practice shall have the option of: of using Stock (ias defined in the Original Transaction Agreements) offsetting contributed by the cash amount required pursuant Physician-Shareholders to this Section 7.5 against the outstanding balance due and owing under the Note Practice to transfer to Business Manager that number of shares of Stock (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange AgreementOriginal Transaction Agreements) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d4.2(g) of the Contribution and Exchange AgreementEmployment Agreements), equals the cash amount required pursuant to this Section 7.5. or under Section 7.4.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice New PA for cause pursuant to Section 7.2(b) hereofor Business Manager without cause, Practice New PA shall have the right, option but not the obligation, toobligation to do all or none of the following: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 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 New PA, each selecting a duly qualified appraiser, who in accordance with turn will agree on a third appraiser. This agreed-upon appraiser shall perform the appraisal mechanism described in Section 7.4 hereofwhich 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; (cb) Purchase at fair market book value all improvements, additions 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; (dc) 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 by Business Manager; and (ed) Purchase from Business Manager at fair market book value all of the equipment listed as set forth in the Contribution and Exchange Master Transaction Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization amortization, and other adjustments of assets shown on the books of the Business Manager. In the event Practice exercises its rights New PA acknowledges that certain assets listed above have been pledged as collateral pursuant to this Section 7.5that 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). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash agent for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5various lenders.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, 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 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 at the greater of the appraised fair market value or then book value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (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 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 Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. (f) Acquire the name, American Eye Institute, from Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (ef). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to the ASC Assets. The ASC Assets are expressly excluded from the assets enumerated in subparagraphs (a) through (ef) above and Practice shall have no right to repurchase the ASC Assets under this Section 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d7.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5. In no event shall the price to be repaid by Practice pursuant to this Section 7.5 exceed the aggregate purchase price paid to Practice (excluding the ambulatory surgery center) by NovaMed pursuant to the terms and conditions of the Contribution and Exchange Agreement.

Repurchase Option. Upon termination of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereof, Practice shall have the right, but not the obligation, to: (a) Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to the Management Services Agreement 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 at the appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (c) Purchase at 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 by Business Manager; and (e) Purchase from Business Manager at fair market value all of the equipment listed in the Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (determined in accordance with a consistent application of the valuation procedure established under Section 9.01(d) of the Contribution and Exchange Agreement), equals the cash amount required pursuant to this Section 7.5.

Repurchase Option. Upon termination Subject to the terms of this Management Services ----------------- Agreement by Practice for cause pursuant to Section 7.2(b) hereofAnnex, Practice BNPLC shall have an option (the right, but not "Option") to buy Lessor's fee interest in the obligation, to: GL Property at any time during the term of this Ground Lease for a purchase price (athe "Option Price") Purchase from Business Manager at fair market value the intangible assets, deferred charges and all other amounts on the books of Business Manager relating to Lessor equal to the Management Services Agreement 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 at the appraised fair market value thereof. In the event of any repurchase of real property, the appraised value shall be determined in accordance with the appraisal mechanism described in Section 7.4 hereof; (c) Purchase at 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 by Business Manager; and (e) Purchase from Business Manager at fair market value all of the equipment listed in the Contribution and Exchange Agreement or an exhibit thereto, including all replacements and additions thereto made by Business Manager pursuant to the performance of its obligations under this Management Services Agreement, and all other tangible assets, including inventory and supplies, 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 Office, depreciation, amortization and other adjustments of assets shown on the books of Business Manager. In the event Practice exercises its rights pursuant to this Section 7.5, Practice shall have the obligation to purchase all, and not less than all, of the items listed in subparagraphs (a) through (e). In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to 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 7.5 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. In lieu of paying cash for the items described in this Section 7.5, Practice shall have the option of: (i) offsetting the cash amount required pursuant to this Section 7.5 against the outstanding balance due and owing under the Note (as such term is defined in the Contribution and Exchange Agreement); or (ii) contributing to Business Manager that number of Exchange Shares (as such term is defined in the Contribution and Exchange Agreement) which, based on the then fair market value of such shares (the GL Property, determined as described in accordance with a consistent application the next paragraph. For the purposes of this Annex, "fair market value" of the valuation procedure established under Section 9.01(d) GL Property means (and all appraisers and other persons involved in the determination of the Contribution Option Price will be so advised) the price that would be agreed upon between a willing buyer, under no compulsion to buy, and Exchange a willing seller, under no compulsion to sell, for the Land, exclusive of any Improvements as if the Land were unimproved, but assuming that there is no higher and better use for the ---------- Land than as a site for the construction of improvements of comparable size and utility to the Improvements, at the time of BNPLC's exercise of the Option and taking into consideration the encumbrances affecting the title to the Land and all applicable zoning, land use approvals and other governmental permits relating to the Land at the time of the exercise of the Option. If BNPLC exercises the Option, which BNPLC may do by notifying Lessor that BNPLC has elected to buy Lessor's interest in the GL Property as provided herein, then: (a0 To the extent, if any, required as a condition imposed by law to the conveyance of the fee interest in the GL Property to BNPLC, Lessor shall promptly at its expense do whatever is necessary to obtain approvals of a new Parcel Map or lot line adjustments. (b0 Upon BNPLC's tender of the Option Price to Lessor, Lessor will convey to BNPLC by general warranty deed and assignment, subject only to the Permitted Encumbrances, good and marketable title to the fee estate in the Land , to Lessor's interest in all other GL Property and, to the extent still in force, to Lessor's Extended Remarketing Rights under the Purchase Agreement), equals the cash amount required pursuant to this Section 7.5.