Common use of Closing Transactions Clause in Contracts

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) The Buyer shall deliver to the Seller the amount of the Purchase Price remaining after payment of the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated in writing by the Seller; (d) The Medical Group and the Buyer shall execute and deliver a fully executed copy of the Management Services Agreement; (e) The Medical Group shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively; (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and (g) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereof.

Closing Transactions. At the Closing, the parties following transactions shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be occur, all of such transactions being deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.occur simultaneously: (a) The Seller Shareholder will deliver, or shall cause to be delivered, to the Buyer, the following documents and shall take the following actions: (1) The Shareholder shall surrender and deliver to the Buyer an the certificate or certificates representing all of the Shares; (2) A certificate shall be executed by the Shareholder to the effect that: (i) all representations and warranties made by the Shareholder under this Agreement are true and correct as of the Closing, as though originally given to Buyer on said date; and (ii) the conditions precedent identified at Sections 6.2 and 6.3 have been satisfied; (3) A certificate of good standing shall be delivered by the Shareholder from the Secretary of State of the State of Delaware, dated at or about the Closing, to the effect that the Company is in good standing under the laws of such state; (4) An incumbency certificate shall be delivered by the Shareholder signed by all of the officers of the Company dated at or about the Closing; (5) Certified Certificate of Incorporation shall be delivered by the Shareholder dated at or about the Closing and a copy of the ▇▇▇▇ Bylaws of Salethe Company certified by the Secretary of the Company dated at or about the Closing; (b6) A registration rights agreement (the "Registration Rights Agreement"), the form of which is attached hereto as Exhibit A, shall be executed and delivered by the Shareholder; (7) A consulting agreement (the "Consulting Agreement"), the form of which is attached hereto as Exhibit B, shall be executed and delivered by Shareholder; (8) A noncompetition agreement (the "Noncompetition Agreement"), the form of which is attached hereto as Exhibit C, shall be executed and delivered by Shareholder; (9) The Escrow Agreement, in the form of Exhibit D, shall be executed and delivered by the Shareholder, Buyer and the Escrow Agent; (10) The Shareholder shall deliver the Escrow Fund into escrow pursuant to the terms of the Escrow Agreement; (11) Each of the officers and directors of the Company shall have tendered their resignation in form and substance satisfactory to Buyer, and concurrently therewith, Shareholder shall be elected to serve on the board of directors of the Company along with two of Buyer's appointees; (12) The delivery of an opinion of counsel of the Shareholder in form and substance satisfactory to the Buyer; (13) Shareholder executed Internal Revenue Form 8023 as more fully set forth in Section 5.14; and (14) Each of the parties to this Agreement shall execute have otherwise executed whatever documents and deliver agreements, provided whatever consents or approvals and taken all such actions as are required under this Agreement. (b) Buyer will deliver, or shall cause to be delivered, to the other Shareholder, the following documents and shall take the following actions: (1) Buyer shall deliver or shall cause to be delivered to the Shareholder a copy of certificate or certificates representing the Assignment and Assumption AgreementStock Consideration; (c2) The Buyer shall deliver or shall cause to be delivered to the Seller the amount of the Purchase Price remaining after payment of the CoreStates Amount payable Shareholder, $2,500,000 by cashier's check or wire transfer of immediately available funds to an the bank account designated in writing by the SellerShareholder at least one (1) day prior to Closing; (d3) The Medical Group A certificate shall be executed by the Buyer's Chief Executive Officer to the effect that all representations and warranties of the Buyer under this Agreement are true and correct as of the Closing, as though originally given to the Shareholder on said date; (4) A certificate of good standing and certified copies of Buyer's certificate of incorporation shall be delivered by Buyer from the Secretary of the State of Delaware dated at or about the Closing that the Buyer is in good standing under the laws of said state; (5) Certified board resolutions shall be delivered by the Buyer dated at or about the Closing authorizing the transactions contemplated under this Agreement; (6) An incumbency certificate shall be delivered by Buyer signed by all of the officers thereof dated at or about the Closing; (7) Buyer will execute and deliver a fully executed copy Consulting Agreement with Shareholder, the form of the Management Services Agreementwhich is attached hereto as Exhibit B; (e) The Medical Group shall deliver Restricted Stock Agreements to the 8) Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall will execute and deliver to a Noncompetition Agreement with Shareholder, the Medical Group Restricted Stock Agreements for each form of the physicians receiving capital stock of the Buyer which is attached hereto as of the date hereof, respectivelyExhibit C; (f9) Buyer will execute and deliver the Registration Rights Agreement with the Shareholder, the form of which is attached hereto as Exhibit A; (10) The delivery of an opinion of counsel of Buyer shall deliver in form and substance satisfactory to the physicians receiving capital stock Shareholder;; (11) Execution of the Buyer Internal Revenue Form 8023 as of the date hereof stock certificates issued more fully set forth in their respective names as required under the terms of the Restricted Stock AgreementsSection 5.14; and (g12) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each Each of the physicians receiving capital stock of the Buyer parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such actions as of the date hereofare required under this Agreement.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed subject to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in terms and conditions of this Section 5.2 have been completed or waived in writing by the parties.Agreement: (a) The Seller shall deliver to the and Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall will execute and deliver to the other a copy of the Assignment and Assumption Agreement; (b) Seller will execute and deliver to Buyer the ▇▇▇▇ of Sale and Assignment and any other documents of transfer reasonably requested by Buyer with respect to the Purchased Assets; (c) The Seller, Buyer shall and the Escrow Agent will execute and deliver to the Seller the amount of the Purchase Price remaining after payment of the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated in writing by the SellerEscrow Agreement; (d) The Medical Group Seller and the Buyer shall Holdings will execute and deliver a fully executed copy of the Management Services Agreement▇▇▇▇▇▇▇ Subscription Agreement and consummate the transactions contemplated thereby; (e) The Medical Group shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof▇▇▇▇ ▇▇▇▇▇, respectively▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and the Buyer shall Holdings will execute and deliver to the Medical Group Restricted Stock Agreements for each of Management Subscription Agreement and consummate the physicians receiving capital stock of the Buyer as of the date hereof, respectivelytransactions contemplated thereby; (f) The ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and Holdings will execute and deliver the Buy/Sell Agreements; (g) ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and Buyer shall will execute and deliver the Employment Agreements; (h) Seller will deliver or make available to Buyer the EWD Books and Records and the EES Books and Records, provided, that in the case of financial books and records that contain information relating to both the Excluded Assets and the Purchased Assets, Seller may provide Buyer with copies of such books and records from which information relating solely to the physicians receiving capital stock Excluded Assets has been deleted so long as such deletion does not result in such books and records not being complete and correct as to information relating to EWD and Seller need not provide consolidated financial information of Seller; (i) The certificates, documents and opinions of counsel required by Articles 2, 6 and 7 hereof will be delivered; (j) Buyer will transfer the Purchase Price in accordance with and subject to Article 2 hereof and the terms and conditions of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements▇▇▇▇▇▇▇ Subscription Agreement; and (gk) The Medical Group parties shall deliver take such other action as may be necessary or appropriate to consummate the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereofContemplated Transactions.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller shall deliver to the Buyer an executed copy of Investor, the ▇▇▇▇ of Sale; (b) Each of Company, the Company’s Subsidiaries and the other parties thereto shall execute and deliver to the other parties thereto the Amended Credit Agreement; (b) the Company shall duly adopt the amended and restated bylaws attached hereto as Annex A (the “Amended and Restated Bylaws”) and deliver to the Investor a certified copy thereof, as the Company’s bylaws in effect as of the Assignment and Assumption AgreementClosing; (c) The Buyer the Company shall deliver to file with the Seller the amount Secretary of State of the Purchase Price remaining after payment State of Delaware the CoreStates Amount payable by cashier's check or wire transfer certificate of funds to an account designation containing the provisions in the form attached hereto as Annex B (the “Certificate of Designation”) creating a series of one share of preferred stock designated in writing by the Selleras Series A Preferred Stock; (d) The Medical Group and the Buyer Company shall execute and deliver a fully executed copy to the Investor certified copies of the Management Services AgreementCompany’s certificate of incorporation and or any document amendatory or supplemental thereto including the Certificate of Designation, each as in effect at the Closing; (e) The Medical Group the Company shall deliver Restricted Stock Agreements the Series A Preferred Share (the “Preferred Share”) to the Buyer executed by each of Investor; (f) the physicians receiving capital stock of Company shall execute and deliver the Buyer warrant attached hereto as of Annex C (the date hereof, respectively“Warrant”, and together with the Buyer Preferred Share, the “Issued Securities”) to the Investor; (g) the Company and the Investor shall each execute and deliver to the Medical Group Restricted Stock Agreements for each of other party the physicians receiving capital stock of registration agreement attached hereto as Annex D (the Buyer as of the date hereof, respectively“Registration Rights Agreement”); (fh) The Buyer the Company and an Affiliate of the Investor shall each execute and deliver to the other party the consulting agreement attached hereto as Annex E (the “Consulting Agreement”); (i) the Company and each of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall each execute and deliver to the other party an indemnification agreement substantially in the form attached hereto as Annex F; (j) the Company shall deliver to the physicians receiving capital stock Investor the Indemnification Subordination Agreements attached hereto as Annex G; (k) the Company shall deliver to the Investor certified copies of the Buyer as resolutions duly adopted by the board of directors of the date hereof stock certificates issued in their respective names as required under Company authorizing the terms execution, delivery and performance of this Agreement and the transactions contemplated hereby; (l) the Company shall deliver to the Investor certified copies of the Restricted Stock Agreementsresolutions duly adopted by the boards of directors of each Subsidiary of the Company (as applicable) authorizing the transactions contemplated hereby and the execution, delivery and performance of any agreements executed by such subsidiary in connection therewith; (m) the Company shall deliver to the Investor copies of all governmental consents, approvals and filings required in connection with the consummation of the transactions hereunder pursuant to the laws of Delaware; and (gn) The Medical Group the Company shall deliver to reimburse the Buyer Stockholder Non-Competition Agreements executed Investor and its Affiliates (together, the “Investor Parties”) for the fees, costs and expenses incurred by each of the physicians receiving capital stock of the Buyer Investor Parties as of the date described in Section 3.8 hereof.

Closing Transactions. At The following shall occur on November 26, 1997 and, as to the closing documents, shall be deemed delivered on the Closing Date, each being a condition precedent to the others and all being considered as occurring simultaneously: 9.2.1. The Seller shall execute in recordable form and deliver to the Purchaser a warranty deed conveying title to the Land and Improvements. 9.2.2. The Purchaser shall prepay to the Seller the Purchase Price for the Included Assets in the amount and the manner specified in Section 3 hereof. 9.2.3. The Seller shall execute and deliver an assignment of the Leases in a form approved by the Purchaser and the Purchaser shall execute and deliver its assumption thereof at Closing. 9.2.4. The Seller shall execute and deliver an assignment of the Options in a form approved by the Purchaser and the Purchaser shall execute and deliver its assumption thereof of the Options. 9.2.5. The Seller shall cause to be executed and delivered to the Purchaser an affidavit of the Seller stating that: (i) there are no boundary disputes affecting the Land, (ii) improvements or repairs have been made on the Land by the Seller within ninety-five (95) days prior to Closing and all costs with respect thereto have been paid in full or will be paid in full at Closing, (iii) the parties shall take Seller is not a "foreign person" within the actions meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, (iv) no party other than the Seller has possession or rights to possession of the Land, and deliver (v) such other information as the documents identified Purchaser's title insurer may reasonably require in this Section 5.2order to delete the standard printed exceptions in the Purchaser's policy of owner's title insurance. 9.2.6. The Closing shall not be deemed to have taken place, Seller and the transactions contemplated by Purchaser shall execute and/or deliver, as applicable, such other documents, certificates and the like, as may be required pursuant to this Agreement shall not be deemed or necessary or desirable to have been consummated, unless all carry out their respective obligations under this Agreement. 9.2.7. Subject to the provisions of the closing transactions identified last paragraph of Section 6.1, Parties shall reaffirm to each that the warranties and representations set forth in this Section 5.2 have been completed or waived 6 hereof are true and correct in writing by all material respects as of the partiesClosing Date, except for such matters as the certifying party has advised the other pursuant to such Section. (a) 9.2.8. The Seller shall deliver to the Buyer an executed copy Purchaser possession of the ▇▇▇▇ of Sale;Included Assets as herein contemplated. (b) Each 9.2.9. Escrow Agent shall deliver to the Purchaser an ALTA owner's policy showing title to the Land vested in the Purchaser subject only to Permitted Exceptions with an effective date of the parties date of recording of the conveyance documents. 9.2.10. The Seller shall execute and deliver to the other Purchaser a copy warranty bill of sale conveying the Assignment Pe▇▇▇▇al Property and Assumption Agreement;Intellectual Property to the Purchaser. (c) 9.2.11. The Buyer Purchaser shall deliver to the Seller the amount an assumption of the Purchase Price remaining after payment Assumed Liabilities. 9.2.12. Such other documents as either party may reasonably require to consummate the transaction contemplated hereby. The performance by each party hereto of its obligations as set forth in this Section 9.2 shall constitute an express condition to the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated in writing perfor- mance by the Seller; (d) The Medical Group and the Buyer shall execute and deliver a fully executed copy of the Management Services Agreement; (e) The Medical Group shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectivelyother party here▇▇ ▇▇ its obligations under this Section 9.2, and the Buyer failure of either party to perform its respective obligations as set forth in this Section 9.2 shall execute excuse performance by the other party of its respective obligations set forth in this Section 9.2. Nothing contained in this Section, however, shall release or discharge the nonperforming party from its obligations and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively; (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required liabilities under the terms of the Restricted Stock Agreements; and (g) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereofthis Agreement.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. (a) The Closing shall not be deemed to have taken place, and closing of the transactions contemplated by this Agreement (the “Closing”) shall not be deemed to have been consummated, unless all take place at the offices of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, New York, at 9:00 a.m. local time, on the third Business Day following satisfaction or waiver of Sale;the conditions to Closing set forth in Article III or at such other time or place as is mutually agreeable to the parties. The date on which the Closing occurs is herein referred to as the “Closing Date”. The Closing will be deemed to occur at 11:59 p.m. on the Closing Date. (b) Each At the Closing: (i) GlobalOptions shall deliver to Buyer the Equity Interests, duly endorsed in blank or accompanied by duly executed stock powers, free and clear of all Encumbrances, Liens and/or any other interest whatsoever; (ii) Buyer shall deliver to Sellers an amount equal to the Cash Purchase Price, plus the 338(h)(10) Payment (if required to be paid pursuant to Section 8.11(f)), less the Escrow Amount by wire transfer of immediately available funds to an account which has been designated in writing by Sellers to Buyer not less than two (2) Business Days prior to the Closing Date, provided, however, that if the Buyer has not made the 338(h)(10) Election prior to Closing, Buyer shall pay the Sellers the 338(h)(10) Payment to the Sellers’ in accordance with the provisions of Section 8.11 (f); (iii) Sellers and Buyer shall enter into an escrow agreement substantially in the form of Exhibit A annexed hereto (the “Escrow Agreement”), along with an escrow agent identified in the Escrow Agreement (the “Escrow Agent”), on terms and conditions reasonably satisfactory to the parties thereto, pursuant to which Two Million Four Hundred Fifty Thousand U.S. Dollars ($2,450,000) (such amount, together with all escrow earnings thereon being defined as the “Escrowed Funds”) shall be deposited into escrow (the “Escrow Account”) with the Escrow Agent. Subject to any claims made in accordance with this Agreement and the Escrow Agreement, the balance of the parties Escrowed Funds remaining in the Escrow Account on December 31, 2011 (the “Escrow Termination Date”), less the amount of any claims then outstanding and unresolved shall execute be distributed to the Sellers upon the Escrow Termination Date, and the Buyer agrees to promptly, but in no event more than 48 hours after the Escrow Termination Date, to deliver to the other a copy Escrow Agent joint written instructions in the form of Exhibit A to the Escrow Agreement directing the Escrow Agent to wire such amounts to the Sellers. The parties hereto agree that any payment of the Assignment and Assumption Agreement; (c) The Escrowed Funds to the Seller shall constitute part of the Purchase Price. Buyer shall deliver to the Seller Escrow Agent, the Escrow Funds to be held and disbursed in accordance with the Escrow Agreement. The Parties also agree that that if a Party commences a legal action, claim, demand, arbitration, hearing, charge, complaint, investigation, examination, indictment, litigation, suit or other civil, criminal, administrative or investigative proceeding against the other Party in relation to the Escrow Funds and a judgment is rendered in favor of one Party by a court of competent jurisdiction, the losing Party shall, in addition to any complying with the order of such court, shall pay to the winning Party an amount equal to the fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred by the winning Party in connection with such legal actions, claims, demands, arbitrations, hearings, charges, complaints, investigations, examinations, indictments, litigations, suits or other civil, criminal, administrative or investigative proceedings. (iv) Sellers shall deliver to Buyer a good faith estimate of the Purchase Price remaining after payment Closing Net Working Capital prepared within seven (7) days of Closing (the “Initial Net Working Capital Estimate”). The Initial Working Capital Estimate shall contain all information reasonably necessary for the Buyer to understand how the Initial Working Capital Estimate was calculated, including appropriate supporting documentation, and shall be certified by an officer of the CoreStates Amount payable by cashier's check or wire transfer Seller and the Company to be true and correct to the Knowledge of funds to an account designated in writing by the Sellersuch officers; (dv) The Medical Group and the Buyer shall execute and deliver a fully executed copy Each of the Management Services Agreement; (e) The Medical Group Company, Sellers and Buyer, as applicable, shall deliver Restricted Stock Agreements the certificates, agreements and other documents and instruments required to be delivered by or on behalf of such party under Article III below and any other documents or agreements required to be delivered at the Buyer executed by each of the physicians receiving capital stock of the Buyer Closing as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively; (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreementsset forth elsewhere herein; and (gvi) The Medical Group Sellers shall deliver to Buyer all corporate or company books and records and other property of the Buyer Stockholder Non-Competition Agreements Company in their possession accompanied by a certification executed by an executive officer of each Seller and the Company certifying that such books, records and are property are materially complete and are true and correct to the Knowledge of the physicians receiving capital stock of the Buyer as of the date hereofsuch officers.

Closing Transactions. At Subject to the Closingterms and conditions set forth in this Agreement, the parties Parties shall take consummate the actions and deliver following transactions on the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.Date: (a) The Seller the Company and the Merger Sub shall deliver cause the Certificate of Merger to be executed, acknowledged and filed with the Buyer an executed copy Secretary of State of the ▇▇▇▇ State of SaleDelaware; (b) Each of the parties Purchaser shall execute and deliver to the other a copy Agent the Closing Cash Payment Amount and the Escrow Amount pursuant to the terms and conditions of the Assignment escrow and Assumption exchange agent agreement in form and substance substantially similar to Exhibit C attached hereto (the “Escrow and Exchange Agreement”); (c) The Buyer the Controlling Stockholders shall deliver to the Seller Agent each of their Certificates and Options in accordance with the amount provisions of the Purchase Price remaining after payment of the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated in writing by the SellerSection 1.07; (d) The Medical Group the Purchaser shall deliver the Settlement Amount and the Buyer shall execute portion of Change of Control Amount which is not payable in connection with the Closing (which amount is set forth on Schedule 2 to the Secondary Escrow, provided that such Schedule may be modified pursuant to Section 6.09) to the Agent pursuant to the terms and deliver a fully executed copy conditions of the Management Services secondary escrow agreement in the form and substance substantially similar to Exhibit D attached hereto (the “Secondary Escrow Agreement”); (e) The Medical Group within two Business Days of Closing the Purchaser shall deliver Restricted Stock Agreements pay the remaining portion of the Change of Control Amount (which is payable in connection with the Closing) to the Buyer executed individuals, and in the amounts, set forth on Schedule 1 (provided that such Schedule 1 may be modified pursuant to Section 6.09) to the Secondary Escrow Amount (such amounts to be paid by each Purchaser net of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively;required withholding tax). (f) The Buyer the Purchaser shall deliver to the physicians receiving capital stock Representative the Holdback Amount; (g) the Purchaser shall repay, or cause to be repaid, on behalf of the Buyer Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Funded Debt as of the date hereof stock certificates issued in their respective names as required under Closing, by wire transfer of immediately available funds to the terms account(s) designated by the holders of such Funded Debt; (h) the Purchaser shall pay on behalf of the Restricted Stock AgreementsCompany all Company Expenses that remain unpaid as of the Closing Date; and (gi) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each Purchaser, the Company and the Representative (on behalf of the physicians receiving capital stock of Stockholders and the Buyer Optionholders) shall make such other deliveries as of the date are required by Article III hereof.

Closing Transactions. At the Closing, the parties following shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.occur: (a) The Seller the Investor shall deliver to the Buyer an executed copy of Company the ▇▇▇▇ of SaleDebentures to be surrendered by it under this Agreement, or a lost note affidavit in form and substance reasonably acceptable to the Company; (b) Each of the parties Company shall execute and deliver to the other Investor the Series C Preferred Stock to be issued by it under this Agreement in the form of a copy of stock certificate issued in the Assignment and Assumption AgreementInvestor's name; (c) The Buyer the Company shall deliver to the Seller Investor evidence reasonably satisfactory to the amount Investor to the effect that (i) the Certificate of Designation relating to the Series C Preferred Stock has been accepted for filing by the Secretary of State for the State of Delaware, (ii) the exchanges contemplated by the Other Exchange Agreements have been consummated, (iii) each director entitled to be designated by the Investor pursuant to the Certificate of Designation relating to the Series C Preferred Stock has, if named by the Investor, been duly elected to the Board of Directors of the Purchase Price remaining after payment Company, and (iv) the Management Services Agreement, dated as of July 20, 2000, between KPS Management and the CoreStates Amount payable by cashier's check or wire transfer Company has been terminated in full and is of funds to an account designated in writing by the Sellerno further force and effect; (d) The Medical Group the Investor and the Buyer Company shall execute and deliver a fully executed copy of the Management Services AgreementInvestors' Agreement in the form annexed to this Agreement as EXHIBIT B, the Registration Rights Agreement in the form annexed hereto as EXHIBIT C, and the Termination Agreement in the form annexed hereto as EXHIBIT D; (e) The Medical Group the Company and General Electric Capital Corporation shall deliver Restricted Stock Agreements enter into an amendment to the Buyer executed by each of the physicians receiving capital stock of the Buyer Company's Credit Agreement, dated as of July 20, 2000, in the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer form annexed hereto as of the date hereof, respectively;EXHIBIT E; and (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and (g) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by Company and each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and the physicians receiving capital stock of Investor shall enter into a Credit Enhancement Agreement in the Buyer form annexed hereto as of EXHIBIT F and an Option Agreement in the date hereof.form annexed hereto as EXHIBIT G. SECTION 3

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) The Buyer shall deliver to the Seller the amount a corporate check for that portion of the Purchase Price remaining after payment of the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated specified in writing by the SellerSection 2.1(a) hereof; (d) The Medical Group and Each of the Buyer parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Medical Group Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the physicians receiving capital stock Eligible Parties (as defined in Schedule III, Section F, of the Buyer as of the date hereof, respectivelyManagement Services Agreement), and the Buyer shall execute and deliver to the Medical Group Seller Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereofEligible Parties, respectively; (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof Seller stock certificates issued in their respective the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements; and. (g) The Medical Group Seller shall deliver to the Buyer Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the physicians receiving capital stock Eligible Parties, respectively; (h) Each of the Buyer as parties shall execute and deliver to the other an Office Sublease relating to each of the date hereofpremises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) Each of the parties shall deliver to the other a fully executed copy of the Management Services Agreement; (b) Each of the parties shall deliver to the other a fully executed copy of the Stockholder Non-Competition Agreement; (c) Each of the parties shall deliver to the other a fully executed copy of the Restricted Stock Agreement; (d) Each of the parties shall deliver to the other a fully executed Assignment of Office Lease, Office Sublease, and Consent of Landlord relating to the premises identified in Schedule 1.1(f); (e) Each of the parties shall deliver to the other a fully executed copy of the Medical Equipment Master Lease; (f) The Seller shall deliver to the Buyer a copy of a corporate resolution authorizing the transactions contemplated hereby, accompanied by a certificate executed by the Seller's corporate secretary stating that such resolution has been duly adopted by the corporation's Board of Directors and approved by the corporation's shareholders; (g) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (bh) Each of The transactions required to be consummated concurrently herewith, as described in Section 5.3 hereof, shall be closed as required by the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement;agreements identified in Section 5.3; and (ci) The Buyer shall deliver to the Seller the amount a corporate check, or evidence of Buyer's instructions to wire immediately available funds for credit to Seller's bank account, for the Purchase Price remaining after payment of as specified in Sections 2.1(a) and 2.1(b) hereof and for the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated Additional Consideration specified in writing by the Seller; (d) The Medical Group and the Buyer shall execute and deliver a fully executed copy Schedule III, Section C, of the Management Services Agreement; (e) The Medical Group shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively; (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and (g) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereof.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale;. (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement;. (c) The Buyer shall deliver to the Seller the amount of the Purchase Price remaining after payment of payable according to the CoreStates Amount payable following: (i) $4,278,642.00 by cashier's check or wire transfer of funds to an account designated in writing by the Seller;, (ii) a promissory note in the principal amount of $2,330,657.00, payable by the Buyer to the Seller in form and substance mutually agreeable to the parties hereto and (iii) certificates representing the Shares registered in the names of those persons set forth on Annex I attached hereto. (d) The Medical Group and Each of the Buyer parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement;. (e) The Medical Group Seller shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Seller Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively;. (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and. (g) The Medical Group Seller shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereof. (h) The Seller shall deliver to the Buyer a copy of the resolutions of the Seller authorizing the transactions contemplated hereby, accompanied by a certificate of the Seller stating that such resolution has been duly adopted in accordance with Seller's Articles of Incorporation and By-laws.

Closing Transactions. At On the ClosingClosing Date, the parties Parties shall take consummate the actions and deliver following (all of which, when consummated on the documents identified in this Section 5.2. The Closing Date, shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummatedconsummated simultaneously): (i) Buyer shall pay to Sellers (or to an Affiliate of Sellers designated by Sellers), unless by wire transfer to an account or accounts designated by Sellers in writing prior to the Closing Date, in immediately available funds, an aggregate amount equal to the Purchase Price, minus the Holdback Amount. (ii) Each Key Employee shall have delivered to Buyer a copy of such Key Employee’s Key Employee Employment Agreement duly executed by such Key Employee; (iii) Sellers shall deliver to Buyer each of the following: A. all of the closing transactions identified Purchased Assets (subject to Section 2.3); B. a certificate of good standing for each Seller (to the extent such a document is applicable to the jurisdiction of such Seller); C. an Assignment and Assumption and Bill of Sale, duly executed by each Seller, in the form attached to this Section 5.2 have been completed or waived Agreement as Exhibit A (the “Assignment and Assumption and Bill of Sale”); D. the Patent Assignment Agreement, including all individual assignment and deeds attached thereto, duly executed by Sellers and their Subsidiaries (which shall include notarizations as specified in writing the Patent Assignment Agreement); E. each Transition Services Agreement duly executed by the partiesSellers party thereto; F. the Local Transfer Agreements, in each case, duly executed by the Seller party thereto; G. a duly executed and properly completed Internal Revenue Service Form W-9 or W-8, as applicable, of each Seller, establishing an exemption from U.S. federal backup withholding; H. copies of the resolutions duly adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and approving the transactions contemplated hereby; and I. such other documents or instruments as Buyer may reasonably request to effect the transactions contemplated hereby, including any deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest in Buyer or one or more of its designees all right, title and interest in, to and under the Purchased Assets in the manner described herein free and clear of all Liens. (aiv) The Seller Buyer shall deliver to Seller: A. the Buyer an Assignment and Assumption and Bill of Sale duly executed copy of the by ▇▇▇▇▇ and the Affiliate of SaleBuyer party thereto; (b) Each of B. the parties shall execute and deliver to the other a copy of the Patent Assignment and Assumption AgreementAgreement duly executed by ▇▇▇▇▇; (c) The C. each Transition Services Agreement duly executed by Buyer shall deliver to the Seller the amount of the Purchase Price remaining after payment of the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated in writing by the Sellerparty thereto; (d) The Medical Group and D. the Buyer shall execute and deliver a fully executed copy of the Management Services Agreement; (e) The Medical Group shall deliver Restricted Stock Agreements to the Buyer Local Transfer Agreements, in each case, duly executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively; (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and (g) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereof▇▇▇▇▇’s Affiliate that is party thereto.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummatedconsumated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) The Buyer shall deliver to the Seller the Purchase Price by (i) wire transfer to the Seller's account of immediately available funds of $95,311.00; (ii) delivery of a promissory note in the principal amount of $1,334,041.76, substantially in the Purchase Price remaining after payment form of Exhibit C-1 attached hereto and (iii) delivery of a promissory note in the principal amount of $1,262,209.94 (subject to adjustment as provided in Section 2.1 hereof), substantially in the form of Exhibit C-2 attached hereto. In addition, the Buyer shall wire transfer to the Seller's account $24,000 to reimburse a portion of the CoreStates Amount payable by cashierSeller's check or wire transfer of funds to an account designated in writing by the Seller;legal fees. (d) The Medical Group and Each of the Buyer parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Medical Group Seller shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Seller Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively;. (f) The Buyer shall deliver to the physicians receiving capital stock of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and (g) The Medical Group Seller shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereof; and (h) The Seller shall deliver to the Buyer a copy of the resolutions of the Seller authorizing the transactions contemplated hereby, accompanied by a certificate of the Seller stating that such resolution has been duly adopted in accordance with the Seller's Articles of Incorporation and Bylaws.

Closing Transactions. At Subject to the Closingconditions set forth in this --------------------- Agreement, the parties Parties shall take consummate the actions and deliver following transactions (the documents identified in this Section 5.2. The "Closing shall not be deemed to have taken place, and ------- Transactions") on the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.Closing Date: ------------ (ai) The each Seller shall deliver to the Buyer an Purchaser certificates representing the Acquired Stock owned by such Seller, duly endorsed for transfer or accompanied by duly executed copy of the ▇▇▇▇ of Salestock powers with all requisite state and federal transfer stamps affixed thereto; (bii) Each of the parties The Purchaser shall execute and deliver to Sellers the other a copy Cash Portion in the manner set forth on the Schedule of the Assignment and Assumption AgreementStockholders in immediately available ------------------------ funds; (ciii) The Buyer Purchaser shall deliver to the Seller Sellers the amount Subordinated Notes in the manner set forth on the Schedule of the Purchase Price remaining after payment of the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated in writing by the Seller;Stockholders; ------------------------ (div) The Medical Group and the Buyer shall execute and deliver a fully executed copy of the Management Services Agreement; (e) The Medical Group shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively; (f) The Buyer Purchaser shall deliver to the physicians receiving capital stock Sellers the Noncompete Payment in the manner set forth on the Schedule of Stockholders; ------------------------ (v) The Purchaser shall deposit $5,000,000 in the Buyer as of Escrow Account in the date hereof stock certificates issued in their respective names as required under manner contemplated by Section 2.2 and the terms of the Restricted Stock AgreementsEscrow Agreement; and (gvi) The Medical Group the Company, the Sellers and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to the Buyer Stockholder Non-Competition Agreements executed be delivered by each or on behalf of the physicians receiving capital stock of the Buyer as of the date hereofsuch Party under Article III.

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) Each of the parties shall deliver to the other a fully executed copy of the Management Services Agreement; (b) Each of the parties shall deliver to the other a fully executed copy of the Stockholder Non-Competition Agreement; (c) Each of the parties shall deliver to the other a fully executed copy of the Restricted Stock Agreement; (d) Each of the parties shall deliver to the other a fully executed copy of the Provider Account Agreement; (e) Each of the parties shall deliver to the other a fully executed copy of each Assignment of Office Lease, each Office Sublease, and each Consent of Landlord relating to each of the premises identified in Schedule 1.1(f); (f) Each of the parties shall deliver to the other a fully executed copy of the Medical Equipment Master Lease; (g) The Seller shall deliver to the Buyer fully executed copies of the Authorization and Approval by Partners and Resolutions of Corporate Partners presented for signature herewith; (h) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (ci) The Buyer Seller shall deliver to the Seller the amount of the Purchase Price remaining after payment of the CoreStates Amount payable by cashier's check or wire transfer of funds to an account designated in writing by the Seller; (d) The Medical Group and the Buyer shall execute and deliver a fully executed copy of the Management Services AgreementFinancing Statement; (e) The Medical Group shall deliver Restricted Stock Agreements to the Buyer executed by each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively, and the Buyer shall execute and deliver to the Medical Group Restricted Stock Agreements for each of the physicians receiving capital stock of the Buyer as of the date hereof, respectively; (fj) The Buyer shall deliver instruct its bank to wire immediately available funds for credit to Seller's bank account, for the physicians receiving capital stock Purchase Price as specified in Section 2.1 hereof and for the Additional Consideration, if any, specified in Schedule III, Section C, of the Buyer as of the date hereof stock certificates issued in their respective names as required under the terms of the Restricted Stock Agreements; and (g) The Medical Group shall deliver to the Buyer Stockholder Non-Competition Agreements executed by each of the physicians receiving capital stock of the Buyer as of the date hereofManagement Services Agreement.