Common use of Acquisition Agreement Clause in Contracts

Acquisition Agreement. As of the Closing Date, the Borrower has delivered to the Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither the Borrower nor any other party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws and the Acquisition has been consummated in accordance with applicable laws and regulations. The Acquisition Agreement is in full force and effect as of the Closing Date, has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its Subsidiaries, and other Persons referenced therein, with respect to the transactions contemplated by the Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Acquisition Agreement or to the conduct by the Borrower or any Subsidiary of its business thereafter. To the best of Borrower's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts therein not misleading. Each of the representations and warranties given by the Borrower in the Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Agreement to the contrary, such representations and warranties of the Borrower are incorporated into this Agreement by this Section 8.33 and shall, solely for purposes of this Agreement and the benefit of the Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition Agreement.

Acquisition Agreement. As of the Original Closing Date, the Borrower has Borrowers have delivered to the Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither No Credit Party and, to the Borrower nor knowledge of any Credit Party, no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in all material respects in accordance with with, all applicable laws and regulationslaws. The Acquisition Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSellers, any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Acquisition Agreement or to the conduct by the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of each Borrower's knowledge, none of the any Seller's representations or warranties in the Acquisition Agreement contain contains any untrue statement of a material fact or omit omits any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower in the Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Agreement to the contrary, such representations and warranties of the Borrower Credit Parties (other than representations and warranties that were made by any Credit Party in its capacity as an entity being sold pursuant to the Acquisition Annex A Page 73 Agreement) are incorporated into this Agreement by this Section 8.33 SECTION 5.19 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.

Acquisition Agreement. As of the Closing Date, the Borrower has Borrowers have delivered to the Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither the No Borrower nor any and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The , and the Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in accordance with with, all applicable laws and regulationslaws. The Acquisition Agreement is in full force and effect as of the Closing Date, and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Seller, any Borrower or its Subsidiaries, and other Persons referenced therein, with respect to the transactions contemplated by the Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Acquisition Agreement or to the conduct by the any Borrower or any Subsidiary of its business thereafter. To the best of each Borrower's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the each applicable Borrower in the Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Agreement to the contrary, such representations and warranties of the Borrower Borrowers are incorporated into this Agreement by this Section 8.33 3.24 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.

Acquisition Agreement. As of the Closing Datedate hereof, the Borrower has delivered to the Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither the Borrower nor any Guarantor, and to the knowledge of Borrower, no other Person party thereto is in material default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated in accordance with with, all laws applicable laws to Holdings, Borrower and regulationsBorrower's Subsidiaries. The Acquisition Agreement is in full force and effect as of the Closing Date, date hereof and has not been terminated, rescinded or withdrawn. All requisite material approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, Borrower, Guarantors and other Persons referenced therein, therein with respect to the transactions contemplated by the Acquisition Agreement, Agreement have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Acquisition Agreement or to the conduct by the Borrower or any Subsidiary of its business thereafterAgreement. To the best of Borrower's knowledgeKnowledge, none of the Seller's representations or and warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower in the Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Agreement to the contrary, such representations and warranties of the Borrower are incorporated into this Agreement by this Section 8.33 and shall, solely for purposes of this Agreement and the benefit of the Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition Agreement.68

Acquisition Agreement. As of the Restatement Closing Date, the Borrower has Borrowers have delivered to the Agent a complete and correct copy of the WMS Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither the Borrower nor any No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The WMS Acquisition Agreement is in compliance with applicable laws complies with, and the WMS Acquisition has been consummated in accordance with with, all applicable laws and regulationslaws. The WMS Acquisition Agreement is in full force and effect as of the Restatement Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, any Credit Party and other Persons referenced therein, therein with respect to the transactions contemplated by the WMS Acquisition Agreement, Agreement have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the WMS Acquisition Agreement or to the conduct by the Borrower or any Subsidiary Credit Party of its business thereafter. The Borrowers have provided notice of the WMS Acquisition to all "eligible employees" (as such term is defined in paragraph 5 of the Letter of Agreement dated as of August 30, 2007 between WMS and United Steelworkers of America and its Local 5000) of WMS. To the best of Borrowereach Credit Party's knowledge, none of the Seller's representations or warranties in the WMS Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower each applicable Credit Party in the WMS Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the WMS Acquisition Agreement to the contrary, such representations and warranties of the Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 3.25 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementWMS Acquisition.

Acquisition Agreement. As of the Closing Date, the Borrower has Borrowers have delivered to the Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither No Credit Party and, to the Borrower nor any Credit Parties’ knowledge, no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated (simultaneously with the Loans made on the Closing Date) in accordance with with, all applicable laws and regulationslaws. The Acquisition Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, any Credit Party and other Persons referenced therein, therein with respect to the transactions contemplated by consummation of the Acquisition Agreement, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by Acquisition or, other than as described in the Acquisition Agreement or Agreement, to the conduct by the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of Borrower's each Credit Party’s knowledge, none of the Seller's ’s representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower each applicable Credit Party in the Acquisition Agreement is true and correct in all material respects. Notwithstanding , and, notwithstanding anything contained in the Acquisition Agreement to the contrary, such representations and warranties of the Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 3.24 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination Acquisition; provided that a breach by any of the Acquisition AgreementCredit Parties of any such representations and warranties so incorporated and as to which a similar representation and warranty is not independently made herein shall not constitute a breach of this Section 3.24 unless such breach causes any such representation and warranty to be materially inaccurate.

Acquisition Agreement. As of the Closing Date, the Borrower has delivered to the Agent a complete and correct copy of the each Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither the Borrower nor any No Credit Party and (to Borrower's knowledge) no other Person party thereto is in default in the performance or compliance with any provisions thereof. The As of the Closing Date each Acquisition Agreement is in compliance with applicable laws and each Service Agreement complies with, and the Acquisition has been consummated in accordance with with, all applicable laws laws. Each Acquisition Agreement and regulations. The Acquisition each Service Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over any Credit Party or, to the Borrower knowledge of Borrower, any Managed Practice or its Subsidiaries, and any other Persons referenced therein, with respect to the transactions contemplated by the Acquisition AgreementAgreements and the Service Agreements, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Acquisition Agreement Agreements or to the conduct by any Credit Party or, to the Borrower or knowledge of Borrower, any Subsidiary Managed Practice of its business thereafterthereafter as contemplated by the Service Agreements. To the best of Borrower's knowledge, none of the Seller's Founding Radiology Practices' representations or warranties in the Acquisition Agreement contain Agreements contains any untrue statement of a material fact or omit omits any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by each of the Borrower Borrower, its Subsidiaries or (to Borrower's knowledge) any Founding Radiology Practice in the Acquisition Agreement Agreements is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Agreement Agreements to the contrary, such representations and warranties of the Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 3.24 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition Agreementsuch Acquisitions.

Acquisition Agreement. As of the Closing Date, the Borrower has Borrowers have delivered to the Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). Neither the Borrower nor any No Credit Party and no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Acquisition Agreement is in compliance with applicable laws complies with, and the Acquisition has been consummated (simultaneously with the Loans made on the Closing Date) in accordance with with, all applicable laws and regulationslaws. The Acquisition Agreement is in full force and effect as of the Closing Date, Date and has not been terminated, rescinded or withdrawn. All requisite approvals by Governmental Authorities having jurisdiction over the Borrower or its SubsidiariesSeller, any Credit Party and other Persons referenced therein, therein with respect to the transactions contemplated by the Acquisition Agreement, Agreement have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Acquisition Agreement or to the conduct by the Borrower or any Subsidiary Credit Party of its business thereafter. To the best of Borrowereach Credit Party's knowledge, none of the Seller's representations or warranties in the Acquisition Agreement contain any untrue statement of a material fact or omit any fact necessary to make the facts statements therein not misleading. Each of the representations and warranties given by the Borrower each applicable Credit Party in the Acquisition Agreement is true and correct in all material respects. Notwithstanding anything contained in the Acquisition Agreement to the contrary, such representations and warranties of the Borrower Credit Parties are incorporated into this Agreement by this Section 8.33 3.24 and shall, solely for purposes of this Agreement and the benefit of the Agent and Lenders, survive both the consummation of the Acquisition and the termination of the Acquisition AgreementAcquisition.