Common use of By SCN Clause in Contracts

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 OSMC, the OSMC Stockholders or the Escrow Agent, as applicable, AIG at or prior to the Closing: (i) Stock Certificates representing the number of SCN Shares determined as of being issued to the Closing Date AIG Stockholder 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)(iii2(a)(1); (iviii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iv7(b)(iii); (viv) 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; (viv) A Service Agreement in the form attached hereto as Exhibit 7(a)(v7(a)(iv); (vi) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated hereby; (vii) the cash payment for any fractional SCN Shares pursuant to Section 2(e); and (viiviii) Such other instruments as may be reasonably requested by OSMC AIG or the OSMC Stockholders AIG Stockholder in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall execute and deliver to OSMC, VERO and the OSMC Stockholders or the Escrow Agent, as applicable, at or Physician Owners prior to or at the Closing: (ia) Stock Certificates representing the number Certified resolutions of SCN Shares determined as authorizing the execution of all documents and the Closing Date pursuant to Section 2(d)(v)consummation of all transactions contemplated hereby; (iib) The Agreement and Plan of Merger; (iii) The Delaware Certificate of Merger A Bill ▇▇ Sale in substantially the form attached hereto as Exhibit 2(a)(iiiEXHIBIT 7.1(B); (ivc) An opinion from SCN's counsel Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit 7(b)(ivEXHIBIT 7.1(C); (vd) A certificate, Management Services Agreement in substantially the form attached hereto as EXHIBIT 7.1(D); (e) A certificate duly executed by the President President, or other duly authorized executive officer, of SCN, stating SCN that as of the Closing Date, all representations and warranties of SCN are truetrue 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 with, and all conditions to Closing have been satisfied; (vif) A Service Agreement in the form attached hereto as Exhibit 7(a)(vThe Most Recent Balance Sheet pursuant to SECTION 2.3(A); and (viig) Such other instruments as may be reasonably requested by OSMC or the OSMC Stockholders VERO 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, FJMDPC at or prior to the Closing: (i) Stock Certificates representing the number of SCN Shares determined as of the Closing Date being issued to JAGGEARS pursuant to Section 2(d)(v); (ii) The Agreement and Plan of Merger; (iii) The Delaware Certificate Articles of Merger in substantially the form attached hereto as Exhibit 2(a)(iii2(c); (iviii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iv7(b)(iii); (viv) A certificateCertificate, 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)(v7(a)(iv); (vii) A Service Agreement in the form attached hereto as Exhibit 7(b)(vi); and (viiviii) Such other instruments as may be reasonably requested by OSMC or the OSMC Stockholders JAGGEARS 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, NCS at or prior to the Closing: (i) Stock Certificates representing the number of SCN Shares determined as of being issued to the Closing Date NCS Stockholder 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)(iii2(a)(1); (iviii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iv7(b)(iii); (viv) 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; (viv) A Service Agreement in the form attached hereto as Exhibit 7(a)(v7(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 (viiviii) Such other instruments as may be reasonably requested by OSMC NCS or the OSMC Stockholders NCS Stockholder in order to effect to or carry out the intent of this Agreement.