By SCN. SCN shall deliver to SNG at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to the SNG Stockholders pursuant to Section 2(d)(v);
(ii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(1);
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A certificate, duly executed by an officer of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) A Service Agreement in the form attached hereto as Exhibit 7(a)(iv); and
(vi) Such other instruments as may be reasonably requested by SNG or the SNG Stockholders in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to OSMC, the OSMC Stockholders or the Escrow Agent, as applicable, at or prior to the Closing:
(i) Stock Certificates representing the number of SCN Shares determined as of the Closing Date pursuant to Section 2(d)(v);
(ii) The Agreement and Plan of Merger;
(iii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(iii);
(iv) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iv);
(v) A certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(vi) A Service Agreement in the form attached hereto as Exhibit 7(a)(v); and
(vii) Such other instruments as may be reasonably requested by OSMC or the OSMC Stockholders in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to Exchanger at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to each of the Exchanger Members pursuant to Section 2(c);
(ii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 6(b)(vi);
(iii) A Certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied; and
(iv) Such other instruments as may be reasonably requested by the Exchanger Members in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall execute and deliver to VERO and the Physician Owners prior to or at the Closing:
(a) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated hereby;
(b) A Bill xx Sale in substantially the form attached hereto as EXHIBIT 7.1(B);
(c) An Assignment and Assumption Agreement in substantially the form attached hereto as EXHIBIT 7.1(C);
(d) A Management Services Agreement in substantially the form attached hereto as EXHIBIT 7.1(D);
(e) A certificate duly executed by the President, or other duly authorized executive officer, of SCN that as of the Closing Date, all representations and warranties of SCN are true and correct in all material respects, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with, and all conditions to Closing have been satisfied;
(f) The Most Recent Balance Sheet pursuant to SECTION 2.3(A); and
(g) Such other instruments as may be reasonably requested by VERO in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall execute and deliver to MRS II and the Physician Owner prior to or at the Closing:
(a) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated hereby;
(b) A Bill xx Sale in substantially the form attached hereto as EXHIBIT 7.1(B);
(c) An Assignment and Assumption Agreement in substantially the form attached hereto as EXHIBIT 7.1(C);
(d) A Management Services Agreement in substantially the form attached hereto as EXHIBIT 7.1(D);
(e) A certificate duly executed by the President, or other duly authorized executive officer, of SCN that as of the Closing Date, all representations and warranties of SCN are true and correct in all material respects,
By SCN. SCN shall deliver to the Princeton Stockholders at or prior to the Closing:
(i) Stock certificates representing the SCN Shares being issued to each of the Princeton Stockholders;
(ii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 6(b)(vi);
(iii) The Certificate required by Section 6(b)(v);
(iv) A Specialty Care Network, Inc. Stockholder's Agreement;
(v) The Private Placement Memorandum;
(vi) Subleases between Princeton and the new entity to be organized by the Princeton Stockholders for use of the facilities and equipment currently occupied and used by Princeton;
(vii) Such other instruments as may be reasonably requested by the Princeton Stockholders in order to effect or carry out the intent of this Agreement; and
(viii) A license agreement pursuant to which SCN will grant the Princeton Stockholders a royalty-free and perpetual license to use the name "Princeton Orthopaedics Associates" and all other trade names, trademarks and service marks owned by Princeton in substantially the form attached hereto as Exhibit 7(b)(vi).
By SCN. SCN shall deliver to MRS at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to MAURO pursuant to Section 2(d)(v);
(ii) The Delaware Articles of Merger in the form required by SCN's legal counsel;
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A Certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
By SCN. SCN shall deliver to PPTC at or prior to the Closing:
(i) The Purchase Price;
(ii) SCN Warrants in substantially the form attached hereto as Exhibit 7(b)(ii);
(iii) An Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit 7(a)(iv);
(iv) Lease Assignment and Assumption Agreements in substantially the form attached hereto as Exhibit 7(a)(v);
(v) A Registration Rights Agreement in substantially the form attached hereto as Exhibit 7(a)(vi);
(vi) The Knight Employment Agreement;
(vii) A certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(viii) A Service Agreement in substantially the form attached hereto as Exhibit 7(a)(iii);
(ix) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(ix); and
(x) Such other instruments as may be reasonably requested by PPTC or the Physician Owners in order to effect or carry out the intent of this Agreement.
By SCN. SCN shall deliver to NCS&A at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to the NCS&A Stockholder pursuant to Section 2(d)(v);
(ii) The Delaware Certificate of Merger in substantially the form attached hereto as Exhibit 2(a)(1);
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) A Service Agreement in the form attached hereto as Exhibit 7(a)(iv);
(vi) Certified resolutions of SCN authorizing the execution of all documents and the consummation of all transactions contemplated thereby;
(vii) The cash payment for any fractional SCN Shares pursuant to Section 2(e); and
(viii) Such other instruments as may be reasonably requested by NCS&A or the NCS&A Stockholder in order to effect to or carry out the intent of this Agreement.
By SCN. SCN shall deliver to MRS at or prior to the Closing:
(i) Stock Certificates representing the SCN Shares being issued to MAURO pursuant to Section 2(d)(v);
(ii) The Delaware Articles of Merger in the form required by SCN's legal counsel;
(iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii);
(iv) A Certificate, duly executed by the President of SCN, stating as of the Closing Date, all representations and warranties of SCN are true, all covenants and agreements contained in the Agreement to be performed by SCN have been performed or complied with and all conditions to Closing have been satisfied;
(v) A Specialty Care Network, Inc. Stockholder's Agreement;
(vi) A Service Agreement in the form attached hereto as Exhibit 7(a)(iv).
(vii) Such other instruments as may be reasonably requested by MAURO in order to effect to or carry out the intent of this Agreement.
