Common use of By SCN Clause in Contracts

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 SNG HRKP at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the SNG HRKP 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 HRKP or the SNG HRKP Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG TALL at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to each of the SNG TALL Stockholders pursuant to Section 2(d)(v); (ii) The Delaware Certificate Articles of Merger in substantially the form attached hereto as Exhibit 2(a)(12(c); (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii6(b)(vi); (iv) A certificateCertificate, duly executed by an officer 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)Specialty Care Network, Inc. Stockholder's Agreement; and (vi) Such other instruments as may be reasonably requested by SNG or the SNG TALL Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG VERO at or prior to the Closing: (i) Cash and Stock Certificates representing the SCN Shares being issued to each of the SNG VERO Stockholders pursuant to Section 2(d)(v); (ii) The Delaware Certificate Articles of Merger in substantially the form attached hereto as Exhibit 2(a)(12(c); (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii6(b)(vi); (iv) A certificateCertificate, duly executed by an officer 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)Specialty Care Network, Inc. Stockholder's Agreement; and (vi) Such other instruments as may be reasonably requested by SNG or the SNG VERO Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG LOI at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the SNG Stockholders LOI 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 an officer 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); and (vi) Such other instruments as may be reasonably requested by SNG LOI or the SNG Stockholders LOI Stockholder in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG ROA at or prior to the Closing: (i) Cash and Stock Certificates representing the SCN Shares being issued to each of the SNG ROA Stockholders pursuant to Section 2(d)(v); (ii) The Delaware Certificate Articles of Merger in substantially the form attached hereto as Exhibit 2(a)(12(c); (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 7(b)(iii6(b)(vi); (iv) A certificateCertificate, duly executed by an officer 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 The SCN Stockholder's Agreement in the form attached hereto as Exhibit 7(a)(iv7(b)(v); and (vi) Such other instruments as may be reasonably requested by SNG or the SNG ROA Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG JINNAH at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to each of the SNG Stockholders JINNAH Stockholder pursuant to Section 2(d)(v); (ii) The Delaware Certificate Articles of Merger in substantially the form attached hereto as Exhibit 2(a)(1)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 certificateCertificate, duly executed by an officer 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); and (vivii) Such other instruments as may be reasonably requested by SNG or the SNG Stockholders JINNAH Stockholder in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG MAOS at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the SNG MAOS 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 authorized 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 fully executed Service Agreement in substantially the form attached hereto as Exhibit 7(a)(iv); and (vi) Such other instruments as may be reasonably requested by SNG MAOS or the SNG MAOS Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG OSL at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the SNG OSL 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 OSL or the SNG OSL Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG OSAL at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the SNG OSAL 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 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); and (vi) Such other instruments as may be reasonably requested by SNG OSAL or the SNG OSAL Stockholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to SNG BJCL at or prior to the Closing: (i) Stock Certificates representing the SCN Shares being issued to the SNG Stockholders BJCL 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 an officer 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); and (vi) Such other instruments as may be reasonably requested by SNG BJCL or the SNG Stockholders BJCL Stockholder in order to effect to or carry out the intent of this Agreement.