Sale of Surgery Center Assets to Original Surgery Center Sample Clauses

Sale of Surgery Center Assets to Original Surgery Center. Subject to the terms and conditions of this Agreement, effective as of the Effective Date (as defined in Section 10 below), the Original Surgery Center shall purchase, and the PainCare Surgery Centers shall sell, transfer, convey, assign and deliver to the Original Surgery Center all of the assets of the Original Surgery Center (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 Surgery Center and used in the operation of the business of the Original Surgery Center wherever situated, including without limitation, the cash, cash equivalents, and accounts receivable of Original Surgery Center, goodwill, and any other assets which are used, held for use or acquired or developed for use by the PainCare Surgery Centers in connection with the operation of the Original Surgery Center (collectively, the “Surgery Center Assets”). The Surgery Center Assets expressly exclude the Surgery Centers Excluded Assets described in Section 3.c below. The PainCare Surgery Centers and the Original Surgery Center shall enter into that certain Xxxx of Sale in substantially the same form as attached hereto as Exhibit 3(a), which is incorporated herein by reference, for the purpose of effectuating the transfer of the Surgery Center Assets to the Original Surgery Center. The Surgery Center Sellers hereby further agree that they shall execute such further instruments as customary and reasonable to transfer ownership of the Surgery Center Assets to the Original Surgery Center, and to take such other actions as may be reasonably require to effect the ownership transfers contemplated in this Agreement.
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Related to Sale of Surgery Center Assets to Original Surgery Center

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