Conditions Precedent to the Obligations of the Clause Samples

Conditions Precedent to the Obligations of the. STOCKHOLDER TO EXCHANGE, SELL AND DELIVER THE SHARES -------------------------------------------------------- The obligations hereunder of the Stockholder to exchange, sell and deliver the Shares to HSNi, and accept delivery of the HSNi Shares, are subject to the satisfaction, at or before the Closing, of each of the following conditions set forth in Section 8.01 through Section 8.10 below. These conditions are for the Stockholder's sole benefit and may be waived by the Stockholder (in whole or in part) at any time in his sole discretion.

Conditions Precedent to the Obligations of the. SELLER AND THE SHAREHOLDERS. --------------------------- The obligations of the Seller and the Shareholders under this Agreement are subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

Conditions Precedent to the Obligations of the. COMPANY AT THE ------------------------------------------------------------- CLOSING. The obligations of the Company under this Agreement to sell the Firm ------- Shares and the Acquisition Shares on any Closing Date shall be subject to the satisfaction, or waiver in writing (it being understood that any waiver of a condition with respect to any Closing Date shall also constitute a waiver with respect to any remedy that the Company may otherwise have with respect to the matter or condition that is the subject of the waiver with respect to Shares acquired on such Closing Date but not as to any other sale of Shares occurring prior or subsequent to such Closing Date), of the following conditions on the Closing Date:

Conditions Precedent to the Obligations of the. Physician Parties. The obligations of the Physician Parties to complete the Closing shall be subject to the fulfillment at or prior to the time of the Closing, of each of the following conditions: (a) except for such changes as permitted or contemplated by this Master Transaction Agreement and except for increases in the number of issued and outstanding shares of PTI Common Stock, the representations and warranties of PTI contained in this Master Transaction Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date; (b) PTI shall have performed, complied with and fulfilled all of the covenants, agreements, obligations and conditions required by any of the Transaction Documents to be performed, complied with or fulfilled by them prior to or at the Closing; (c) since the date of this Master Transaction Agreement, there shall not have occurred any event or events, whether individually or in the aggregate, that have had or that reasonably could be expected to have a material adverse effect on the financial condition, results of operations, properties, assets, liabilities, business, operations or prospects of PTI; (d) the Physician Parties shall have received from the PTI Parties all of the instruments, documents and other items described in Section 8.3 hereof.

Conditions Precedent to the Obligations of the. USX/KOBE PARTIES TO CLOSE The obligation of each of the USX/Kobe Parties to consummate the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by USS/Kobe):

Conditions Precedent to the Obligations of the. Purchasers . The obligation of each Purchaser to consummate the sale and ---------- purchase of the Securities at Closing is, at such Purchaser's option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

Conditions Precedent to the Obligations of the. PURCHASER 10.1 Vendors’ and Indemnitor's Joint and Several Representations and Warranties. The Vendors’ and Indemnitor's joint and several representations and warranties contained in this agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true at and as of the time of closing as if such representations and warranties were made at and as of such time.

Conditions Precedent to the Obligations of the. ATA Parties at the Initial Closing. The obligations of the ATA Parties to consummate the Transactions to be consummated at the Initial Closing and at each Subsequent Closing are subject to the satisfaction or waiver (where permissible), at or prior to the Initial Closing, of the following conditions:

Conditions Precedent to the Obligations of the. COMPANY All obligations of the Company under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in whole or in part by the Company: <PAGE> Section 7.01