Sale of Practice Assets to Original Practice. Subject to the terms and conditions of this Agreement, effective as of the Effective Date (as defined in Section 9 below), the Original Practice shall purchase, and the PainCare Sub shall sell, transfer, convey, assign and deliver to the Original Practice all of the assets of the Original Practice (of every kind, nature, character, and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise) including, without limitation, the assets located at the offices of the Original Practice and used in the operation of the business of the Original Practice wherever situated, the cash, cash equivalents, and accounts receivable of Original Practice, goodwill, 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 Original Practice (collectively, the “Practice Assets”). The Practice Assets expressly exclude the Practice Excluded Assets described in Section 2.c below. The PainCare Sub and the Original 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 Practice Assets to the Original Practice. The Practice Sellers hereby further agree that they shall execute such further instruments as customary and reasonable to transfer ownership of the Practice Assets to the Original Practice, and to take such other actions as may be reasonably require to effect the ownership transfers contemplated in this Agreement.
