By SCN Clause Samples
The "By SCN" clause designates that certain actions, rights, or obligations are to be carried out or determined by the party or entity referred to as SCN. In practice, this could mean that SCN is responsible for providing approvals, making decisions, or issuing notices within the context of the agreement. This clause ensures clarity regarding which party holds specific authority or responsibility, thereby reducing ambiguity and potential disputes over roles and decision-making power.
By SCN. SCN shall deliver to OSL at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to the OSL Stockholders pursuant to Section 2(d)(v);
(ii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(1);
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A certificate, duly executed by an officer of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) A Service Agreement in the form attached hereto as Exhibit 7(a)(iv); and
(vi) Such other instruments as may be reasonably requested by OSL or the OSL Stockholders in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to OSMC, the OSMC Stockholders or the Escrow Agent, as applicable, at or prior to the Closing:
(i) Stock Certificates representing the number of SCN Shares determined as of the Closing Date pursuant to Section 2(d)(v);
(ii) The Agreement and Plan of Merger;
(iii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(iii);
(iv) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iv);
(v) A certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(vi) A Service Agreement in the form attached hereto as Exhibit 7(a)(v); and
(vii) Such other instruments as may be reasonably requested by OSMC or the OSMC Stockholders in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to APT at or prior to the Closing:
(i) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated hereby;
(ii) The Purchase Price;
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(ii);
(iv) A certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) a Service Agreement in substantially the form attached hereto as Exhibit 7(a)(iii); and
(vi) Such other instruments as may be reasonably requested by the Shareholders in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall execute and deliver to DDD and the Physician Owners prior to or at the Closing:
(a) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated hereby;
(b) A Bill ▇▇ Sale in substantially the form attached hereto as EXHIBIT 7.1(b);
(c) An Assignment and Assumption Agreement in substantially the form attached hereto as EXHIBIT 7.1(c);
(d) A Management Services Agreement in substantially the form attached hereto as EXHIBIT 7.1(d);
(e) A certificate duly executed by the President, or other duly authorized executive officer, of SCN that as of the Closing Date, all representations and warranties of SCN are true and correct in all material respects, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with, and all conditions to Closing have been satisfied;
(f) The Most Recent Balance Sheet pursuant to SECTION 2.3(a); and
(g) Such other instruments as may be reasonably requested by DDD in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to MAOS at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to the MAOS Stockholders pursuant to Section 2(d)(v);
(ii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(1);
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A certificate, duly executed by an authorized officer of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) A fully executed Service Agreement in substantially the form attached hereto as Exhibit 7(a)(iv); and
(vi) Such other instruments as may be reasonably requested by MAOS or the MAOS Stockholders in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to MRS at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to MAURO pursuant to Section 2(d)(v);
(ii) The Delaware Articles of Merger in the form required by SCN's legal counsel;
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A Certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
By SCN. SCN shall execute and deliver to MRS II and the Physician Owner prior to or at the Closing:
(a) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated hereby;
(b) A Bill ▇▇ Sale in substantially the form attached hereto as EXHIBIT 7.1(B);
(c) An Assignment and Assumption Agreement in substantially the form attached hereto as EXHIBIT 7.1(C);
(d) A Management Services Agreement in substantially the form attached hereto as EXHIBIT 7.1(D);
(e) A certificate duly executed by the President, or other duly authorized executive officer, of SCN that as of the Closing Date, all representations and warranties of SCN are true and correct in all material respects,
By SCN. SCN shall deliver to MRS at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to MAURO pursuant to Section 2(d)(v);
(ii) The Delaware Articles of Merger in the form required by SCN's legal counsel;
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A Certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) A Specialty Care Network, Inc. Stockholder's Agreement;
(vi) A Service Agreement in the form attached hereto as Exhibit 7(a)(iv).
(vii) Such other instruments as may be reasonably requested by MAURO in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to NCS&A at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to the NCS&A Stockholder pursuant to Section 2(d)(v);
(ii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(1);
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) A Service Agreement in the form attached hereto as Exhibit 7(a)(iv);
(vi) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated thereby;
(vii) The cash payment for any fractional SCN Shares pursuant to Section 2(e); and
(viii) Such other instruments as may be reasonably requested by NCS&A or the NCS&A Stockholder in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to PPTC at or prior to the Closing:
(i) The Purchase Price;
(ii) SCN Warrants in substantially the form attached hereto as Exhibit 7(b)(ii);
(iii) An Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit 7(a)(iv);
(iv) Lease Assignment and Assumption Agreements in substantially the form attached hereto as Exhibit 7(a)(v);
(v) A Registration Rights Agreement in substantially the form attached hereto as Exhibit 7(a)(vi);
(vi) The Knight Employment Agreement;
(vii) A certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(viii) A Service Agreement in substantially the form attached hereto as Exhibit 7(a)(iii);
(ix) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(ix); and
(x) Such other instruments as may be reasonably requested by PPTC or the Physician Owners in order to effect or carry out the intent of this Agreement.