Common use of Closing and Delivery Clause in Contracts

Closing and Delivery. At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. Holt, a ▇▇▇▇▇▇▇tion of cash, forgiveness of amounts due to Dr. Holt und▇▇ ▇▇▇ ▇urchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt und▇▇ ▇▇▇▇ion 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt sha▇▇ ▇▇▇▇▇te such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be at the offices of Robinson & Cole LLP, One Boston Place, Boston, ▇▇▇▇▇▇▇use▇▇▇ 02108 o▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇e written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltLeonard, a combination of cash, forgiveness ▇▇ ▇▇▇▇▇▇▇tion of cash, forgiveness of amounts ▇ due to Dr. Holt undLeonard under the Purchase Note and/or re▇▇▇▇ ▇▇ ▇▇▇ ▇urchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt und▇▇ Leonard under Section 1.1(a)(iii) of the Af▇▇▇▇ion 1.1(a)(iii) of the Affiliation ▇▇▇▇▇ Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Call Option Notice or the Call Put Option Notice, as the case may be) ), for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaLeonard shall execute such documents as may ▇▇ ▇▇▇▇▇te such documents as may be required ▇▇▇ by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party parties reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the The closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, shall be, in the case of the Put Option, at the offices of Robinson & Cole LLP, One Boston Place, Bos▇▇▇, ▇▇▇sachu▇▇▇▇s 02108 ▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇ffices of Harold G. Albright, 124 Ridge Street, Reno, Ne▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇he ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ the written notice of election to exercise such Put Option or Call Option, as the case may be, or on such other date as the parties may mutually determine. At the Closing, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltGray, a combination of cash, forgiveness of ▇▇▇▇▇▇▇tion of cash, forgiveness of amounts ▇ due to Dr. Holt undGray under the Purchase Note and/or retur▇ ▇▇ ▇▇▇ ▇urchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt und▇▇ Gray under Section 1.1(a)(iii) of the Affi▇▇▇▇ion 1.1(a)(iii) of the Affiliation ▇▇▇ Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt sha▇Gray shall execute such documents as may b▇ ▇▇▇▇▇te such documents as may be required ▇ed by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.

Closing and Delivery. At the closing ("Closing") of the exercise by the MSO of the Put Option under Section 2 or of the exercise by the New PC of the Call Option under Section 3, as the case may be, the New PC shall pay cash, or, at the option of the New PC and with the consent of Dr. HoltWhitake▇, a ▇ ▇▇▇▇▇▇▇tion of cash, forgiveness of amounts due to Dr. Holt undWhitake▇ ▇▇▇▇▇ ▇▇▇ ▇urchase Purchase Note and/or return of the shares of Omega Common Stock received by Dr. Holt undWhitaker ▇▇▇▇▇ ▇▇▇▇ion ▇on 1.1(a)(iii) of the Affiliation Agreement (the value of such shares to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date of the Put Option Notice or the Call Option Notice, as the case may be) for the repurchased assets, whether the Put Price pursuant to exercise by the MSO of the Put Option or the Call Price pursuant to exercise by the New PC of the Call Option, as the case may be. The New PC and Dr. Holt shaWhitake▇ ▇▇▇▇▇ ▇▇▇▇▇te cute such documents as may be required by the MSO to assume the liabilities set forth in Section 2(c) or 3(c), as the case may be, and shall use their respective best efforts to remove the MSO from any liability with respect to such repurchased assets and with respect to any property leased or subleased by the MSO. From and after any such Closing, each party shall provide to the other party reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it. In addition, following any such Closing, the MSO or its designee shall have reasonable access during normal business hours to the New PCs records, including patient records regarding records of collections, expenses and disbursements as kept by the MSO in performing its obligations under the Management Services Agreement, and the MSO may copy any or all such records.