Common use of Performance Covenants Clause in Contracts

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by ZoneCare at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding ZoneCare certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare certifying the satisfaction of the conditions in Section 5.1, 5.2 and 5.3 hereof; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of ZoneCare authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCare; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCare; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases therefor; (i) All books and records pertaining to the business of ZoneCare, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLC.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Share Exchange Documents to be complied with or performed by ZoneCare Oasis or the Oasis Shareholders at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A good standing certificate of status or existence regarding ZoneCare Oasis, certified by the Secretary of State of its the respective state of incorporation or organization and all states where such entity is qualified to do business, dated within ten (10) 30 business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare Oasis certifying that the satisfaction representations and warranties of Oasis set forth herein are true and correct in all material respects as of the Effective Time and that Oasis and each of the Oasis Shareholders have fulfilled all of the conditions in Section 5.1, 5.2 and 5.3 hereofof this Article VIII; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c)Share Exchange Documents; (d) A copy of resolutions Resolutions duly adopted by Oasis (Board and shareholder) approving the managers execution, delivery and members of ZoneCare authorizing and approving its respective performance of the transactions contemplated hereby this Agreement and the execution and delivery by ZoneCare consummation of the documents to be executed and delivered by ZoneCareShare Exchange, certified as true and in full force and effect as by an appropriate officer of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCare;Oasis; and (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCare; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases therefor; (i) All books and records pertaining to the business of ZoneCareOasis, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and Rainwire, which the regulations thereunder; (k) All other Acquisition Documents to parties acknowledge will at the Closing be executed and delivered by located at the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCcorporate offices of Oasis.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by ZoneCare the Sellers or the Owners at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding ZoneCare the Sellers which are not general partnerships, certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) An Assignment and Bill ▇▇ Sale in substantially the form of Exhibit 6.2(b) hereof; (c) An Assumption Agreement in substantially the form of Exhibit 6.2(c) hereof; (d) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare the Sellers and by the Owners certifying the satisfaction of the conditions condition in Section 5.1, 5.2 6.1 and 5.3 hereofthat the Sellers and each of the Owners have fulfilled all of the conditions of this Article 6; (ce) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of ZoneCare authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCare; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to ClosingDocuments; (f) A copy Resolutions of the operating agreementSellers (board and shareholder or partner) in form and substance reasonably satisfactory to Buyer and RCG approving the execution, delivery and all amendments thereto, if in existence, performance of ZoneCarethis Agreement and the consummation of the Acquisition, certified as true and in full force and effect as by an appropriate officer of Closing by the Secretary, Assistant Secretary or manager of ZoneCareeach Seller; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCarethe Sellers; (h) Evidence of payment of all related party debts owing to or The Medical Director Agreement entered into by ZoneCare and releases thereforthe Practice as described in Section 5.9; (i) Employment Agreement with Davi▇ ▇▇▇▇▇ ▇▇ form and substance satisfactory to Buyer; (j) Estoppel Certificates or status letters from each landlord of leased real property related to the Business dated no more than ten (10) days prior to the Closing Date, which estoppel certificate or status letter certifies (1) the lease being valid and in full force and effect, (2) there being no other agreements between Seller and such landlord with respect to the leased real property, (3) the rents and charges payable by Seller under such lease and the date to which they have been paid, (4) whether there are, to the knowledge of said landlord, any defaults thereunder, and if so, specifying the nature thereof, and (5) the existence of any Lien, prior interests or superior interests of any nature that currently do, or potentially could, terminate or otherwise adversely affect such leased real property or any of Seller's right or interest therein; (k) The License Agreement referred to in Section 5.17 in form and substance satisfactory to Buyer; and (l) All books and records of the Sellers pertaining to the business of ZoneCareBusiness, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including and RCG (except minute books and equity interest records in Zonecare’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCstock records).

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by ZoneCare RedEarth at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding ZoneCare RedEarth certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare RedEarth certifying the satisfaction of the conditions in Section 5.1, 5.2 and 5.3 hereof; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare RedEarth of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of ZoneCare RedEarth authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by ZoneCare RedEarth of the documents to be executed and delivered by ZoneCarebyRedEarth, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCareRedEarth; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare RedEarth from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCareRedEarth, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCareRedEarth; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCareRedEarth; (h) Evidence of payment of all related party debts owing to or by ZoneCare RedEarth and releases therefor; (i) All books and records pertaining to the business of ZoneCareRedEarth, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in ZonecareRedEarth’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCareRedEarth; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLC.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Transaction Documents to be complied with or performed by ZoneCare the Sellers at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) All original certificates evidencing the Transferred Shares duly executed in blank or accompanied by stock powers duly executed in blank; (b) A good standing certificate regarding each of status or existence regarding ZoneCare the Sellers and the Dialysis Companies, certified by the Secretary of State or similar official of its their respective state states of their incorporation or organization dated within ten fifteen (1015) business days of the Closing; (bc) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare the Sellers certifying the satisfaction matters described in Sections 6.1 and 6.2, and that all of the conditions in Section 5.1, 5.2 and 5.3 hereofof this Article 6 have been fulfilled; (cd) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of ZoneCare authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCareTransaction Documents; (e) A certified copy Resolutions of the Articles Sellers (Board and shareholder, if applicable) in form and substance satisfactory to RCG approving the execution, delivery and performance of Organizationthis Agreement and the consummation of the Transactions, and all amendments thereto, certified by an appropriate officer of ZoneCare from its respective state of organization, dated the most recent practical date prior to ClosingSellers; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare; (g) Incumbency certificates An incumbency certificate certifying the identity of the officers of the Sellers; (g) Resignations and managers Releases as contemplated by Section 5.15 of ZoneCareeach of the officers and directors of the Dialysis Companies effective as of the Closing Date; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases therefor; (i) All books and records pertaining to of the business of ZoneCareDialysis Companies, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possessionRCG; (i) The Assumption Agreement; (j) A non-foreign affidavit executed The Employment Agreements as contemplated by each Seller as described in Code section 1445(b)(2) and the regulations thereunder;Section 5.16; and (k) All other Acquisition Documents to be executed and delivered by agreements or arrangements, whether written or oral, among the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCand/or the Dialysis Companies that relate in any manner to the equity securities of the Dialysis Companies shall have been terminated.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by ZoneCare each of BPC and Sellers at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding ZoneCare BPC certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers Chief Executive Officer or managers President of ZoneCare BPC certifying to the satisfaction of the conditions in Section 5.1, 5.2 5.1 and 5.3 hereofthat Sellers and BPC have fulfilled all of the conditions of this Article 5; (c) Written consents Copies of all third parties necessary for the consummation by Sellers and ZoneCare each of the transactions contemplated by the Acquisition Documents as set forth in consents or approvals identified on Schedule 5.2(c)2.3 hereto; (d) A copy of resolutions duly adopted by the managers and members of ZoneCare BPC authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCaredescribed herein, certified as true and in full force and effect as of Closing by the Secretary, its Secretary or an Assistant Secretary or the manager of ZoneCareSecretary; (e) A certified copy of the Articles of OrganizationIncorporation, and all amendments thereto, of ZoneCare BPC from its respective state of organizationincorporation, dated the most recent practical date prior to Closing; (f) A copy of the operating agreementBylaws, and all amendments thereto, if in existence, of ZoneCareBPC, certified as true and in full force and effect as of Closing by the Secretary, Assistant its Secretary or manager of ZoneCareAssistant Secretary; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCareBPC ; (h) Evidence A certificate from the Missouri Department of payment of all related party debts owing to Revenue, and from any other applicable state or local taxing authority stating that no state corporate, sales or use taxes are owed by ZoneCare and releases thereforBPC; (i) All books and records pertaining to the business of ZoneCareBPC's business, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possession;stock records; and (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents Payoff letters satisfactory to be executed and delivered by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCBuyer with respect to all indebtedness of BPC for borrowed money.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents this Agreement to be complied with or performed by ZoneCare EDT or Acquisition Subsidiary at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documentsfollowing: (a) A certificate of status or existence regarding ZoneCare certified by The Merger Consideration to be paid to the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of Stockholders in connection with the ClosingMerger; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers representatives of ZoneCare EDT and Acquisition Subsidiary certifying that the satisfaction representations and warranties are true and correct on the date of such certificate and that EDT and Acquisition Subsidiary have fulfilled all of the conditions in Section 5.1, 5.2 and 5.3 hereofof this SECTION 9.2; (c) Written consents Resolutions of all third parties necessary for the Board of Directors of EDT and the Board of Directors and sole Stockholder of Acquisition Subsidiary in form and substance satisfactory to Learning-Edge and the Stockholders approving the execution, delivery and performance of this Agreement and the consummation by Sellers and ZoneCare of the transactions contemplated hereby, certified by the a duly authorized representative of EDT and Acquisition Documents as set forth in Schedule 5.2(c)Subsidiary, respectively; (d) A copy An opinion of resolutions duly adopted by outside counsel of EDT in substantially the managers and members of ZoneCare authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCare, certified form attached hereto as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCareEXHIBIT F; (e) A certified copy An Employment Agreement entered into by EDT and Mr. Zuckerman in substantially the form of the Articles of Organization, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to ClosingEXHIBIT C; (f) A copy ▇▇▇▇ ▇▇▇▇▇ documents necessary for the consummation of the operating agreementtransactions contemplated herein as counsel for Learning-Edge and the Stockholders shall reasonably request, and all amendments theretoincluding, if in existencewithout limitation, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare;any documents required to be filed with any governmental body; and (g) Incumbency certificates certifying EDT shall have issued to Mr. Zuckerman a promissory note in the identity original principal amount▇ ▇▇ $▇▇▇,▇▇▇.48 , representing amounts owed to Mr. Zuckerman by Learning-Edge prior to the Closing and not Merger ▇▇▇▇▇▇▇▇▇▇▇▇n, bearing interest at the rate of nine percent (9.000%) per annum, payable as provided substantially in the form of the officers and managers of ZoneCare;note attached hereto as EXHIBITS G; and, (h) Evidence EDT shall have executed with Mr. Zuckerman an agreement to pay the accrued liability of payment Learning ▇▇▇▇ ▇▇▇▇▇▇▇▇ting deferred compensation owed to Mr. Zuckerman (not as a part of all related party debts owing the Merger Consideration) in the ▇▇▇▇▇▇ ▇▇ $▇00,000, payable after Closing in installments of $10,000 per month from month to or by ZoneCare and releases therefor; (i) All books and records pertaining to the business of ZoneCare, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCmonth until fully paid.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents this Agreement to be complied with or performed by ZoneCare the Key Holder or Learning-Edge at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate An Employment Agreement entered into by EDT and Mr. Zuckerman in substantially the form of status or existence regarding ZoneCare certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the ClosingEXHIBIT C; (b) A certificate ▇ ▇▇▇▇▇▇▇▇▇▇▇ dated as of the Closing Date signed by the Sellers and the a duly authorized officers or managers officer of ZoneCare Learning-Edge certifying that the satisfaction representations and warranties of Learning-Edge contained in this Agreement shall be true and correct on and as of the date of such certificate and that each Key Holder and Learning-Edge has fulfilled the conditions in Section 5.1, 5.2 and 5.3 hereofof this SECTION 8.3; (c) Resolutions of the Board of Directors of Learning-Edge and Stockholders in form and substance satisfactory to EDT approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by a duly authorized officer of Learning-Edge, have been adopted and are in full force and effect; (d) Written consents of to all third parties material contracts necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by this Agreement and the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of ZoneCare authorizing and approving its respective performance operation of the transactions contemplated hereby and the execution and delivery by ZoneCare business of the documents to be executed and delivered by ZoneCare, certified Learning-Edge as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCarecurrently being operated; (e) A certified copy All of the Articles books and records of OrganizationLearning-Edge related to the operation of its business including, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCare; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases therefor; but not limited to: (i) All books and records pertaining to the business of ZoneCare, including all corporate and other records, books of accounts, contracts, contracts and agreements to which Learning-Edge is a party and (ii) such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possessionEDT; (jf) A nonAn opinion of counsel of Learning-foreign affidavit Edge in substantially the form of EXHIBIT D attached hereto; (g) Lock Up Agreements executed by each Seller as described of the Stockholders in Code section 1445(b)(2) and substantially the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCareform of EXHIBIT E; and (lh) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCSuch other documents as counsel for EDT shall reasonably request, including, without limitation, any documents required to be filed with any governmental body.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Merger Documents to be complied with or performed by ZoneCare the Companies or the Owners at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A good standing certificate of status or existence regarding ZoneCare the Companies, certified by the Secretary of State of its respective state of incorporation or organization Arizona dated within ten fifteen (1015) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare the Companies and by the Owners certifying the satisfaction of the conditions condition in Section 5.1, 5.2 9.1 and 5.3 hereofthat the Companies and each of the Owners have fulfilled all of the conditions of this Article 9; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c)Merger Documents; (d) A copy Resolutions of resolutions duly adopted by the managers Companies (Board and members of ZoneCare authorizing shareholder) in form and substance reasonably satisfactory to RCG approving its respective the execution, delivery and performance of the transactions contemplated hereby this Agreement and the execution and delivery by ZoneCare consummation of the documents to be executed and delivered by ZoneCareMergers, certified as true and in full force and effect as by an appropriate officer of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCareCompanies; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare; (g) Incumbency certificates An incumbency certificate certifying the identity of the officers of the Companies; and (f) Resignations and managers Release of ZoneCareeach of the officers, directors and Owners of the Companies (as applicable) effective as of the Effective Time; (g) The Medical Director Agreements entered into by the Practices as described in Section 8.9; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases therefor; (i) All books and records pertaining to of the business of ZoneCareCompanies, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCareRCG; and (li) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCAll agreements or arrangements, whether written or oral, among the Owners and/or the Companies that relate in any manner to the Company Equity Securities shall have been terminated.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents this Agreement to be complied with or performed by ZoneCare the Shareholders or Practice Group at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate An Acquisition Restrictive Covenant Agreement executed by each Shareholder, other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., in substantially the form of status or existence regarding ZoneCare certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing;EXHIBIT C; --------- (b) A Practice Management Agreement (and exhibits thereto) executed as provided therein by a new Missouri corporation to be formed by the Shareholders, in substantially the form of EXHIBIT D (the "Management --------- Agreement"); (c) A certificate dated as of the Closing Date signed by the Sellers and the a duly authorized officers or managers officer of ZoneCare Practice Group and by the Attorney-in-Fact certifying that the satisfaction representations and warranties are true and correct as of the date of such certificate and that each Shareholder and Practice Group have fulfilled the conditions in of this Section 5.1, 5.2 and 5.3 hereof6.3; (cd) Unanimous Consent Resolutions of the Board of Directors and Shareholders of Practice Group in form and substance satisfactory to PHC approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by a duly authorized representative of Practice Group; (e) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by this Agreement and the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of ZoneCare authorizing and approving its respective performance operation of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCare, certified Practice as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCare; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to Closingcurrently being operated; (f) A copy All of the operating agreement, books and all amendments thereto, if in existence, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare; (g) Incumbency certificates certifying the identity records of the officers and managers Practice Group related to the operation of ZoneCare; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases therefor; the Practice including, but not limited to: (i) All books and records pertaining to the business of ZoneCare, including all corporate and other records, books of accounts, contracts, contracts and agreements to which either the Practice Group or the Practice is a party and (ii) such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records PHC; (g) An opinion of counsel of Practice Group in Zonecare’s possessionsubstantially the form of EXHIBIT E attached hereto; --------- (h) The Investment Agreement in substantially the form of EXHIBIT F --------- attached hereto executed by each Shareholder (the "Investment Agreement"); (i) The Registration Rights Agreement in substantially the form of EXHIBIT ------- G attached hereto executed by each Shareholder (the "Registration - Rights Agreement"); (j) A non-foreign affidavit Articles of Merger executed by each Seller as described a duly authorized officer of Practice Group, in Code section 1445(b)(2) and a form to be agreed to by the regulations thereunder;parties hereto prior to the Closing (the "Articles of Merger"); and (k) All Such other Acquisition Documents documents as counsel for PHC shall reasonably request, including, without limitation, any documents required to be executed and delivered by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCfiled with any governmental body.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by ZoneCare Speedy at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding ZoneCare Speedy certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare Speedy certifying the satisfaction of the conditions in Section 5.1, 5.2 and 5.3 hereof; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of ZoneCare Speedy authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by ZoneCare Speedy of the documents to be executed and delivered by ZoneCareSpeedy, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCareSpeedy; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare Speedy from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCareSpeedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCareSpeedy; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCareSpeedy; (h) Evidence of payment of all related party debts owing to or by ZoneCare Speedy and releases therefor; (i) All books and records pertaining to the business of ZoneCareSpeedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in ZonecareSpeedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCareSpeedy; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI SelectMRI, LLC.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents this Agreement to be complied with or performed by ZoneCare PHC or Acquisition Subsidiary at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documentsfollowing: (a) A certificate of status or existence regarding ZoneCare certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the ClosingThe PHC Shares; (b) A certificate dated as of Any Cash Consideration to be paid to the Closing Date signed by Shareholders in connection with the Sellers and the duly authorized officers or managers of ZoneCare certifying the satisfaction of the conditions in Section 5.1, 5.2 and 5.3 hereofMerger; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare PHC's payment of the transactions contemplated by the Acquisition Documents as expenses set forth in Schedule 5.2(c)Section 9.11 below; (d) A copy certificate dated the Closing Date signed by duly authorized representatives of resolutions duly adopted by PHC and Acquisition Subsidiary certifying that the managers representations and members warranties are true and correct on the date of ZoneCare authorizing such certificate and approving its respective performance that PHC and Acquisition Subsidiary have fulfilled all of the transactions contemplated hereby and the execution and delivery by ZoneCare conditions of the documents to be executed and delivered by ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCarethis Section 7.2; (e) A certified copy Consent Resolutions of the Articles Board of OrganizationDirectors of PHC and the Board of Directors and Shareholders of Acquisition Subsidiary in form and substance satisfactory to Target and the Shareholders approving the execution, delivery and all amendments theretoperformance of this Agreement and the consummation of the transactions contemplated hereby, certified by a duly authorized representative of ZoneCare from its respective state of organizationPHC and Acquisition Subsidiary, dated the most recent practical date prior to Closing;respectively. (f) A copy An opinion of counsel of PHC in substantially the operating agreement, and all amendments thereto, if in existence, form of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare;Exhibit J attached hereto; --------- (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCareThe Investment Agreement; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases thereforThe Practice Repurchase Agreement; (i) All books The executed Note Purchase Agreement and records pertaining Amendment to Promissory Note in substantially the business of ZoneCare, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested forms approved by Buyer including minute books and equity interest records in Zonecare’s possession;the parties hereto on the date hereof; and (j) A non-foreign affidavit executed by each Seller Such other documents necessary for the consummation of the transactions contemplated herein as described in Code section 1445(b)(2) counsel for Target and the regulations thereunder; (k) All other Acquisition Documents Shareholders shall reasonably request, including, without limitation, any documents required to be executed and delivered by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCfiled with any governmental body.

Performance Covenants. All of the terms, covenants and conditions agreements of the Acquisition Documents to be complied with or performed by ZoneCare Sellers at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o)respects, which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence good standing regarding ZoneCare each Seller certified by the Secretary of State of its respective state the Commonwealth of incorporation or organization Kentucky dated within ten fifteen (1015) business days of the Closing; (b) Bills of Sale executed by each Seller, in a form to be mutually agreed upon by Purchasers and Sellers; (c) Assignment and Assumption Agreements executed by each Seller in a form to be mutually agreed upon by Purchasers and Sellers (the “Assumption and Assignment Agreements”); (d) A certificate dated as of the Closing Date signed by the Sellers and the a duly authorized officers or managers officer of ZoneCare each Seller certifying (i) the satisfaction of the condition set forth in Section 6.1 and that such Seller has duly performed and complied in all material respects with all of the covenants and agreements of the Acquisition Documents to be performed prior to Closing, and (ii) that, to the knowledge of such officer, each Owner has satisfied its obligations set forth in Section 6.1; (e) A certificate dated as of the Closing Date signed by each Owner certifying the satisfaction of the conditions condition set forth in Section 5.1, 5.2 6.1 and 5.3 hereofthat such Owner has duly performed and complied in all material respects with all of the covenants and agreements of the Acquisition Documents to be performed prior to Closing; (cf) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy Documents, including requisite consents to the assignment of resolutions duly adopted by contracts relating to the managers Business and members of ZoneCare authorizing and approving its respective performance those required pursuant to the terms of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of ZoneCare; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCareCorporate Integrity Agreement; (g) Incumbency certificates Resolutions of the governing body of each Seller in form and substance reasonably satisfactory to Purchasers approving the execution, delivery and performance of this Agreement and the consummation of the Acquisition, certified by an appropriate officer of such Seller; (h) An incumbency certificate certifying the identity of the officers and managers of ZoneCare; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases thereforeach Seller; (i) All books Action taken by written consent of the Owners approving the execution, delivery and records pertaining to performance of this Agreement and the business consummation of ZoneCare, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possessionthe Acquisition; (j) A non-foreign affidavit The Lifeline Management Assignment and Assumption Agreement Assignment executed by each Seller as described Lifeline Management, in Code section 1445(b)(2) a form to be mutually agreed upon by Purchasers, Sellers and the regulations thereunder;Lifeline Management; and (k) All Such other Acquisition Documents documents as may be reasonably necessary to be executed and delivered consummate the transactions contemplated by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed this Agreement, as reasonably requested by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLCPurchasers or their counsel.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by ZoneCare each of PRI, NCL and Sellers at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding ZoneCare PRI and NCL certified by the Secretary of State of its their respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of ZoneCare PRI and NCL certifying the satisfaction of the conditions in Section 5.1, 5.2 5.1 and 5.3 hereofthat Sellers and PRI and NCL have fulfilled all of the conditions of this Article 5; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c)Documents; (d) A copy of resolutions duly adopted by the managers PRI and members of ZoneCare NCL authorizing and approving its respective their performance of the transactions contemplated hereby and the execution and delivery by ZoneCare of the documents to be executed and delivered by ZoneCaredescribed herein, certified as true and in full force and effect as of Closing by the Secretary, Secretary or an Assistant Secretary or the manager of ZoneCareeach entity; (e) A certified copy of the Articles of OrganizationIncorporation, and all amendments thereto, of ZoneCare PRI and NCL from its respective state of organizationincorporation, dated the most recent practical date prior to Closing; (f) A copy of the operating agreementBylaws, and all amendments thereto, if in existence, of ZoneCarePRI and NCL, certified as true and in full force and effect as of Closing by the Secretary, Secretary or Assistant Secretary or manager of ZoneCareeach such entity; (g) Incumbency certificates certifying the identity of the officers of each of PRI and managers of ZoneCareNCL ; (h) Evidence A covenant not to compete agreement in form and substance acceptable to Buyer from each of payment of all related party debts owing to or by ZoneCare and releases thereforJudy ▇▇▇▇▇▇, ▇▇nn▇▇▇▇ ▇▇▇ ▇▇▇ Fern▇▇▇▇ ▇▇▇▇▇▇; (i) All books and records pertaining to the business of ZoneCare, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Zonecare’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLC.