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Schedule 5.12 lists all of the Target’s employees (including the salary and benefits for each employee) and all of the employment agreements and arrangements to which the Target is a party with or with respect to its employees. Such employment agreements and arrangements include, without limitation, employee leasing arrangements, employee services agreements, and non-competition agreements.

To the Knowledge of the Seller, no employee of the Target, nor any consultant with whom the Target has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Target because of the nature of the business to be conducted by the Target, and, to the Knowledge of the Seller, the continued employment by the Target of its present employees, and the performance of the Target’s contracts with its independent contractors, will not result in any such violation. The Target has not received any notice alleging that any such violation has occurred. Except as set forth on Schedule 5.12, all employees of the Target are “at will” employees and the Target has not granted any employee the right to continued employment by the Target or to receive any material compensation following termination of employment with the Target (other than unpaid wages, salary, incentive compensation or benefits accrued prior to the date of such termination). The Target is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Target, nor does the Target have a present intention to terminate the employment of any officer, key employee or group of key employees.

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Except as set forth on Schedule 5.12, (i) no director or officer or other employee of the Target will become entitled to any retirement, severance or similar benefit or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect to any Employee Benefit Plan subject to ERISA or other benefit under any compensation plan or arrangement of the Target) as a result of the transactions contemplated in this Agreement; and (ii) no payment made or to be made to any current or former employee or director of the Target, or any of its Affiliates by reason of the transactions contemplated hereby (whether alone or in connection with any other event, including, but not limited to, a termination of employment) will constitute an “excess parachute payment” within the meaning of Section 280G of the Code.

Target is in compliance with all applicable federal, state, local and foreign statutes, laws (including, without limitation, common law), judicial decisions, regulations, ordinances, rules, judgments, orders and codes respecting employment, employment practices, labor, terms and conditions of employment and wages and hours. There are no suits, actions, disputes, claims (other than routine claims for benefits), investigations or audits pending or, to the Knowledge of the Seller, threatened in connection with any Employee Benefit Plan.

Schedule 5.12 lists each Employee Benefit Plan maintained by the Target that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Target does not sponsor an Employee Benefit Plan that is subject to Section 409A of the Code. With respect to each Employee Benefit Plan which is (or but for an exemption could be) subject to Section 409A of the Code (i) such plan has been maintained and administered in a manner consistent with avoiding adverse tax consequences under Section 409A of the Code, (ii) the transactions contemplated by this Agreement will not result in such adverse tax consequences, and Schedule 5.12 contains a description of the approach taken to date with respect to each such plan to comply with (or be exempt from) Section 409A of the Code, including, as applicable, a description of any transition relief utilized in connection with such Employee Benefit Plan.

All Target employees are experienced, qualified and possess an appropriate background in providing the IGRT related services as conducted by Target prior to the Effective Time.

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Neither Target nor any employee is excluded from participation under any state or federal health care program for the provision of items or services for which payment may be made under any state or federal health care program; (ii) Target has not arranged or contracted (by employment or otherwise) with any employee that Target or Seller knows or should know are excluded from participation in any state or federal health care program; and (iii) no final adverse action, as such term is defined under 42 U.S.C. Section 1320a-7e(g), has occurred or is pending or threatened against Target or against any employee, and to Seller’s Knowledge there is no basis therefor.

The Target has filed all Tax Returns that it was required to file under applicable laws and regulations. All such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with all applicable laws and regulations. All Taxes due and owing by the Target (whether or not shown on any Tax Return) have been paid. The Target is not the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the Target does not file Tax Returns that Target is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Target.

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The Target has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

To the Knowledge of Seller, no authority will assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Target. The Target has not received from any foreign, federal, state, or local taxing authority any (A) notice indicating an intent to open an audit or other review, (B) request for information related to Tax matters, or (C) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against the Target.

Any unpaid Taxes of Target (A) do not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax liability set forth on the face of the Most Recent Balance Sheet (not including any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date. Since the date of the Most Recent Balance Sheet, Target has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business.

The Target will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

change in method of accounting for a taxable period ending on or prior to the Closing Date;

installment sale or open transaction disposition made on or prior to the Closing Date; or

prepaid amount received on or prior to the Closing Date.

The Target owns and possesses or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all Intellectual Property necessary or desirable for the operation of the Business as presently conducted. Each item of Intellectual Property owned or used by the Target immediately prior to the Closing will be owned or available for use by the Target on identical terms and conditions immediately after the Closing. The Target has taken all necessary and desirable action to maintain and protect each item of Intellectual Property that it owns or uses.

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None of Target or its Business as presently conducted, has or will interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties; there are no facts indicating a likelihood of the foregoing; and the Seller has not ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or conflict (including any claim that Target must license or refrain from using any Intellectual Property rights of any third party).

the name, address, and telephone number of the agent;

the name of the insurer, the name of the policyholder, and the name of each covered insured;

the policy number and the period of coverage;

the scope (including an indication of whether the coverage was on a claims made, occurrence, or other basis) and amount (including a description of how deductibles and ceilings are calculated and operate) of coverage; and

a description of any retroactive premium adjustments or other loss-sharing arrangements.

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Target and its predecessors and Affiliates have at all times complied and are in compliance with all Environmental, Health, and Safety Requirements. Without limiting the generality of the foregoing, each of Target and its predecessors and Affiliates have obtained and at all times complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; and a list of all such permits, licenses and other authorizations is set forth on Schedule 5.22.

Neither Target, nor any of its predecessors or Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements.

Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements.

Target has not assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements.

No facts, events, or conditions relating to the past or present facilities, properties, or operations of Target or its predecessors or Affiliates will prevent, hinder, or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial, or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to on-site or off-site releases or threatened releases of, or exposure to, hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

the Target has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;

the Target has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $10,000 or outside the Ordinary Course of Business;

no party has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license to which Target is a party or by which it is bound;

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the Target has not imposed any Liens upon any of its assets, tangible or intangible;

the Target has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000;

the Target has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business;

the Target has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $20,000 in the aggregate;

the Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;

the Target has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the Ordinary Course of Business;

the Target has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property;

there has been no change made or authorized in the charter or bylaws of Target;

the Target has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;

the Target has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;

the Target has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;

the Target has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;

the Target has not entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

the Target has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business;

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the Target has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business;

the Target has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;

there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Target;

the Target has not discharged a material Liability or Lien outside the Ordinary Course of Business;

the Target has not made any loans or advances of money; and

the Target has not committed to any of the foregoing.

For a period starting as of the Closing Date and ending on the tenth (10^th) anniversary of such date, without the prior written consent of Buyer, the Seller and each Seller Shareholder will not, directly or indirectly, invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, any Competing Business within a radius of fifty (50) miles around any office of Seller existing as of the Effective Time; provided, however, that the Seller may purchase or otherwise acquire securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act. The Seller and each Seller Shareholder agrees that this covenant is reasonable with respect to its duration, geographical area, and scope in order to protect the legitimate business interests of the Buyer.

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A “Competing Business” means any Person engaged in the performance of technical IGRT services or the sale, leasing, or provision of equipment, personnel, or services for others to engage in the performance of IGRT services.

Exceptions. Nothing in this Agreement shall in any way limit Seller or any Seller Shareholder from rendering professional medical services in accordance with applicable laws, including without limitation, the professional component of IGRT services. Notwithstanding Section 6.4(a), Seller and the Seller Shareholders shall be permitted to continue the Competing Business in which they engage (and limited substantially to the same extent and manner in which they engage in such Competing Business) as of the Closing Date at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, in accordance with the terms of the IGRT Services Agreement referenced in Section 7.1(e). Anything to the contrary contained herein notwithstanding, the restrictive covenants of this Section 6.4 shall be of no force or effect if the IGRT Services Agreement is terminated by Seller in accordance with Section 3.5 thereof as a result of an ORT Event of Default (as that term is defined in the IGRT Services Agreement) or if the IGRT Services Agreement is terminated by either party thereto pursuant to Section 3.8 of the IGRT Services Agreement.

Employee Bonuses will be paid only to those of Target’s employees who are listed on Schedule 6.5 (each an “Eligible Employee”); and

The amount of each Eligible Employee’s bonus will be equal to (i) 75% multiplied by (ii) the amount of the aggregate employer contribution for such Eligible Employee for fiscal year 2007 as more fully set forth on Schedule 6.5.

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The representations and warranties set forth in ARTICLE III and ARTICLE V above shall be true and correct in all material respects at and as of the Effective Time, except to the extent that such representations and warranties are qualified by the term “material,” or contain the term “Material Adverse Effect” or “Material Adverse Change” in which case such representations and warranties shall be true and correct in all respects at and as of the Effective Time;

The Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

The Seller shall have delivered to the Buyer (i) a certificate of the president of Seller to the effect that each of the conditions specified above in is satisfied in all respects, (ii) a copy of all corporate resolutions of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein, accompanied by the certification of the Secretary of Seller to the effect that such resolutions are in full force and effect and have not been amended, modified or rescinded, and (iii) a good standing certificate of Target from the Secretary of State of Delaware and Florida;

The Seller shall have entered into an IGRT Services Agreement with Target in the form attached as Exhibit C hereto, effective as of the Effective Time;

The Seller and Target shall have executed a termination agreement as to certain obligations of the parties under Sections 3 and 4 of that certain contribution agreement dated September 24, 2008, and effective as of September 1, 2008, in the form agreed to by Seller and Buyer.

Each current director and officer of the Target shall have tendered his or her resignation from any position with the Target and provided a general release of all potential claims against the Target and the Buyer as of the Effective Time in the form attached hereto as Exhibit 7.1(g);

Target shall have provided Buyer with evidence of any required third party consents;

All actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; and

The Target shall have entered into an IGRT Sublease and Services Agreement with the Seller in the form attached as Exhibit D hereto (“IGRT Sublease Agreement”), effective as of the Effective Time.

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The Buyer may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing.

The Parties acknowledge that Seller has entered into that certain IMRT/IGRT Facility Sublease Agreement dated April 1, 2006 (the “Fluro Sublease”) with The Florida Urology Center, P.A. (“Fluro”), that under the Fluro Sublease Seller is obligated to provide certain assets and equipment for the benefit of Fluro in connection with Fluro’s provision of IGRT services, and included in the assets Seller is obligated to provide to Fluro under the Fluro Sublease are the personnel and supplies that will be provided by Target to Seller under the IGRT Sublease Agreement. Seller has advised Buyer of the existence of the Fluro Sublease and Buyer has had the opportunity to review the Fluro Sublease. Buyer and Seller believe the consent of Fluro is not required to effect the transactions contemplated in this Agreement but the parties acknowledge that Fluro may allege that its consent to the transactions contemplated hereby is required under one or more terms of the Fluro Sublease. Anything to the contrary contained herein notwithstanding, Buyer agrees and acknowledges that the consent of Fluro to the transactions contemplated hereby shall not be a condition precedent to Buyer’s obligations to consummate the transactions to be performed by it in connection with the Closing.

The representations and warranties set forth in ARTICLE IV above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain the term “Material Adverse Effect” or “Material Adverse Change” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date;

The Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

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The Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above is satisfied in all respects;

All actions to be taken by the Buyer in connection with consummation of the transactions contemplated hereby, including without limitation, the payment of the Purchase Price to the Seller as provided in Section 2.2 above, and all certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Seller;

The Seller shall have entered into an IGRT Services Agreement with Target in the form attached as Exhibit C hereto, effective as of the Effective Time; and

The Target shall have entered into an IGRT Sublease Agreement with the Seller in the form attached as Exhibit D hereto, effective as of the Effective Time.

The Seller may waive any condition specified in this Section 7.2 if it executes in writing so stating at or prior to the Closing.

Definitions. The following terms shall have the following meanings whenever used in this Section 7.3:

  “Bona Fide Offer” shall mean a legally enforceable offer in writing, made and signed by a third party offeror unaffiliated with Seller or any Seller Shareholder, to purchase the Seller’s Business, whether by acquisition of assets, acquisition of equity, merger or otherwise, and which is received by Seller during the period beginning on the Closing Date and ending ten (10) years thereafter, and which is otherwise acceptable to Seller as determined in Seller’s sole discretion.

  “Registered Notice” shall mean notice sent by either (a) registered or certified mail, return receipt requested, postage prepaid, or (b) by overnight delivery using a nationally recognized overnight delivery services, and, if such Registered Notice is sent with respect to a Bona Fide Offer, such Registered Notice shall contain a true and complete copy of the Bona Fide Offer, setting forth the price and all terms and conditions of the Bona Fide Offer, with the name and address of the offeror. Any notice which does not contain all such requisite information shall not be considered a “Registered Notice” for the purposes of this Section 7.3.

Receipt of a Bona Fide Offer. Within ten (10) days of the receipt of a Bona Fide Offer, Seller shall give Registered Notice to Buyer and shall offer to sell the Business to Buyer for a purchase price equal to the same price and upon the same or reasonably equivalent terms and conditions as are contained in the Bona Fide Offer.

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Procedure. Whenever a Bona Fide Offer has been received by Seller and Registered Notice of the Bona Fide Offer has been sent to Buyer, the following procedures shall be complied with:

  For a period of thirty (30) days, Buyer shall have the right to exercise an option to purchase the Business for a purchase price equal to the same price and upon the same or reasonably equivalent terms and conditions as are contained in the Bona Fide Offer. Buyer shall exercise such option by written notice to Seller within such 30-day period in the same manner as the Registered Notice.

  If Buyer shall not exercise such option within such 30-day period, Seller shall have the right to accept the Bona Fide Offer in whole (but not in part) and to sell the Business, but only in accordance with all of the provisions of the Bona Fide Offer, and only if the sale is fully consummated within one hundred twenty (120) days after the expiration of the Buyer’s option. In the event such sale is not fully consummated within such 120-day period, the provisions of this Section 7.3must again be complied with by Seller with respect to any Bona Fide Offer.

  If Buyer exercises such option, Buyer and Seller shall use their reasonable efforts to close the purchase transaction contemplated by the Bona Fide Offer within ninety (90) days but in no event later than one hundred twenty (120) days of Buyer’s notice of exercise of the option.

All representations and warranties of the parties hereto contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing hereunder for a period of eighteen (18) months after the Closing Date, except with respect to fraud or intentional misrepresentation, which shall survive for the relevant statute of limitations.

Buyer acknowledges, on behalf of itself and its Affiliates and Subsidiaries, that the Seller has not made any representation or warranty to Buyer or to any of its Affiliates or Subsidiaries, except as specifically set forth in this Agreement and all of the agreements contemplated by this Agreement.

The disclosure of any item on any particular Schedule shall be deemed to be equivalent to the disclosure of such item on any other Schedule, provided that clear and conspicuous cross-references to and on such particular Schedule and any such other Schedule are made.

No representation or warranty to Buyer is made with respect to any estimates, financial projections, or forecasts relating to either the Seller or the Target, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. With respect to any such estimate, projection or forecast delivered by or on behalf of the Seller or Target, Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such estimates, projections and forecasts, (ii) Buyer is familiar with such uncertainties, (iii) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such estimates, projections and forecasts so furnished to it, and (iv) Buyer shall have no claim against the Seller or any other Person with respect thereto. Buyer agrees that, in entering into this Agreement and all of the agreements contemplated by this Agreement, that it has not relied on any express or implied representation or warranty by the Seller or the Target not expressly contained in this Agreement and all of the agreements contemplated by this Agreement.

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any breach of any of the representations or warranties of Seller contained in or made pursuant to this Agreement or any transfer instrument or other certificate or document delivered by Seller pursuant to this Agreement;

any failure by Seller to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed or observed by it pursuant to this Agreement;

any and all liabilities and obligations of Target or Seller, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown, arising prior to the Effective Time;

any claim by Fluro that the provision by AUA to Fluro of any of the personnel or supplies of Target breaches the Fluro Sublease;

any and all (i) Taxes (or the non-payment thereof) of Target for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), and (ii) Taxes of any person (other than the Target) imposed on the Target as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; and

any product or component thereof distributed, sold, or leased by, or any services provided by, Target prior to the Effective Time.

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any breach of any of the representations and warranties of Buyer contained in or made pursuant to this Agreement;

any failure by Buyer to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed or observed by it pursuant to this Agreement; or

Buyer’s ownership of the Target and the operation of the Target after the Effective Time.

If the facts pertaining to a Loss arise out of the claim of any third party or a governmental authority, or if there is any claim against a third party or a governmental authority available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within twenty (20) business days following its receipt of the notice of such claim, elect to assume and control the defense or the prosecution thereof, including through the employment of counsel, accountants and environmental and other consultants and contractors at its cost and expense. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate therein, but the fees and expenses of such counsel shall be at the Indemnified Party’s own expense. In such event, the Indemnity Obligor shall have the right to settle or resolve any such claim by a third party or governmental authority; providedhowever, that any such settlement or resolution contemplated by the Indemnity Obligor that involves any action by the Indemnified Party shall not be concluded without the prior written approval of the Indemnified Party, which approval shall not be unreasonably withheld.

Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information, and testimony and shall attend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith. Where the Indemnified Party or the Indemnity Obligor is defending and controlling any claim, they shall select counsel, contractors, experts and consultants of recognized standing and competence to take all steps necessary in the investigation, defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. The party conducting the defense thereof shall at all times act as if all Losses relating to any such claim are for its own account and shall act in good faith and with reasonable prudence to minimize Losses therefrom. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld.

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In no event shall the aggregate liability of the Seller pursuant to this ARTICLE VIII exceed the Purchase Price;

No Seller Shareholder will be liable for any Loss indemnified pursuant to Section 8.2 in excess of such Seller Shareholder’s pro rata share of such Loss (as further limited by the aggregate liability cap set forth in Section 8.7(a) hereof) based on the number of shares of Seller stock beneficially owned by such Seller Shareholder divided by the total number of issued and outstanding shares of Seller stock, all as of the Effective Time (the “Shareholder Pro Rata Share”); and

In the event of a Buyer Loss indemnified pursuant to this ARTICLE VIII arising out of a breach of Section 6.4 (Noncompetition) by a Seller Shareholder who, at the time of such breach, is no longer an employee or shareholder of Seller or any Affiliate of Seller (a “Former Shareholder”), then Buyer agrees that it shall only seek indemnity for such Loss against such Former Shareholder up to the Shareholder Pro Rata Share of such Former Shareholder, and Buyer shall not seek indemnity for such Loss against Seller or the remaining Seller Shareholders.

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The Buyer, the Target, and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this 9.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller agrees (A) to retain all books and records with respect to Tax matters pertinent to the Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Buyer so requests, the Seller shall allow the Buyer to take possession of such books and records.

The Buyer and the Seller agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

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All disputes arising in connection with this Agreement shall be finally settled by binding arbitration under the rules of the American Arbitration Association (“AAA”), except as the rules of the AAA (“AAA Rules”) are modified by this Section 10.2. Any arbitration shall be heard by a panel of three (3) arbitrators, at least one (1) of whom shall be a former member of the federal bench. Seller shall appoint one arbitrator, Buyer shall appoint one arbitrator, and the two (2) arbitrators so appointed shall select the third arbitrator; provided if such two (2) arbitrators are unable to select the third arbitrator within thirty (30) days, then the third arbitrator shall be selected by the AAA. The third arbitrator, regardless of how selected, shall chair the arbitration panel. If, after appointment or selection, an arbitrator is unable to continue to act as an arbitrator, then a replacement arbitrator will be appointed or selected as set forth in this Section 10.2. The situs of the arbitration will be Atlanta, Georgia, unless otherwise mutually agreed by the parties. The arbitration shall be conducted in English. Not less than thirty (30) days prior to the date on which the arbitration proceeding is to begin, each party shall submit to the other party the documents, in English, and a list of witnesses it intends to use in the arbitration proceeding. At any oral hearing of evidence in connection with the arbitration proceeding, each party, or its legal counsel shall have the right to examine witnesses and cross-examine the witnesses of the opposing party. All costs and fees of the arbitration payable to the AAA (or its affiliates) and the arbitrators (not including a party’s own expenses for preparation for and participation in the arbitration) shall be borne equally by the parties. Each party shall bear its own expenses for preparation for and participation in the arbitration.

The arbitrators shall apply the substantive law of the State of Delaware to any decision issued by the arbitration panel, and the arbitrators shall be so instructed. The arbitrators shall issue a written opinion stating the findings of fact and the conclusions of law upon which the decision is based. Any arbitration award for money damages shall be in currency of the United States of America. The award and any order of the arbitrators shall be final and binding on all parties to such arbitration and judgment thereon may be entered in any court having jurisdiction thereof.

Without limiting the foregoing and without consenting to the jurisdiction of the courts of any jurisdiction for any other purpose or waiving its right to arbitration as provided herein, each party shall also have the right to seek injunctive relief and other provisional remedies in any court of competent jurisdiction. Nothing in this Section 10.2 excuses a party from performing its obligations under this Agreement during the dispute resolution process.

Each party consents to the personal and subject matter jurisdiction of the arbitration proceedings as provided herein and waives any defense based upon forum non conveniens or lack of personal or subject matter jurisdiction.

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Each party acknowledges, agrees and represents that the provisions with respect to governing law, arbitration, choice of venue and jurisdiction, as well as the remaining provisions of this Agreement, have been negotiated and entered into voluntarily after consultation by each party with its legal counsel and with a full understanding of the business and legal consequences of such provisions and this Agreement.

The amounts paid by Buyer hereunder have been determined by the Parties’ good faith and arms-length bargaining to be the fair market value of the Target Shares. The amounts have not been determined in any manner that takes into account the volume or value of any potential referrals between the Seller or any physicians, persons or entities affiliated with or owned or controlled by the Seller, specifically including, without limitation, prior to the Closing the Target (“Seller Referral Parties”) and the Buyer or any physicians, persons or entities affiliated with or owned or controlled by the Buyer, specifically including, without limitation, following the Closing the Target (“Buyer Referral Parties”). No amount paid hereunder is intended to be, or shall be construed to be, an inducement or payment for referral of patients or other business generated between any of the Seller Referral Parties or any of the Buyer Referral Parties. In addition, the amount paid hereunder does not include any discount, rebate, kickback or reduction in charge, and the amount paid is not intended to be, nor shall it be construed to be, an inducement or payment for referral of business by any of the Seller Referral Parties to any of the Buyer Referral Parties, or vice versa.

The Parties understand, acknowledge and agree that the fees payable under the IGRT Services Agreement and the IGRT Sublease Agreement (collectively the “IGRT Leases”) represent the fair market value of the personnel and other related services and supplies provided under the IGRT Leases in light of existing contractual undertakings between the relevant parties and are the result of good faith and arms-length bargaining. No amount paid under the IGRT Leases is intended to be, or shall be construed to be, an inducement or payment for referral of patients or other business generated between any of the Seller Referral Parties or any of the Buyer Referral Parties. In addition, the amount charged under the IGRT Leases does not include any discount, rebate, kickback or reduction in charge, and the amount charged is not intended to be, nor shall it be construed to be, an inducement or payment for referral of business by any of the Seller Referral Parties to any of the Buyer Referral Parties, or vice versa.

The Parties further agree that none of the Seller Referral Parties is under any obligation to refer patients or other business to the Buyer Referral Parties, or vice versa, and each of the Seller Referral Parties and the Buyer Referral Parties may elect to refer patients or other business elsewhere to other providers or entities unrelated to any of the Seller Referral Parties or any of the Buyer Referral Parties, as applicable. The Seller and Buyer agree that except as expressly set forth herein, there are no side agreements between the Parties relating to performance of or payment of compensation or remuneration between the Parties or between any of the Seller Referral Parties to any of the Buyer Referral Parties, or vice versa.

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