Sale of Non-Medical Assets to Practice Sample Clauses

Sale of Non-Medical Assets to Practice. Subject to the terms and conditions of this Settlement Agreement, effective as of the Closing Date (as defined in Section 7 below), the Practice shall purchase, and the PainCare Sub shall sell, transfer, convey, assign and deliver to the Practice all of the PainCare Sub’s rights, claims and assets (of every kind, nature, character, and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise) and wherever situated, of the non-medical assets (as described in the Xxxx of Sale described below), including without limitation, any and all accounts receivable of Practice presently held or owned by the PainCare Sub and any other assets which are used, held for use or acquired or developed for use by the PainCare Sub in connection with its management of Practice (collectively, the “Non-Medical Assets”). The Non-Medical Assets expressly exclude the Excluded Assets described in Section 2.d below (it being expressly understood that the goodwill and going concern value pertaining to the Non-Medical Assets, the Sellers and the business of the Sellers are an Excluded Asset). The PainCare Sub and the Practice shall enter into that certain Xxxx of Sale in substantially the same form as attached hereto as Exhibit 2(a), which is incorporated herein by reference, for the purpose of effectuating the transfer of the Non-Medical Assets to the Practice. The Sellers hereby further agree that they shall execute such further instruments as customary and reasonable to transfer ownership of the Non-Medical Assets to the Practice, and to take such other actions as may be reasonably require to effect the ownership transfers contemplated in this Settlement Agreement.
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