Common use of By SCN Clause in Contracts

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 deliver to Exchanger AAII at or prior to the Closing: (i) Stock Certificates representing Certified resolutions of SCN authorizing the SCN Shares being issued to each execution of all documents and the Exchanger Members pursuant to Section 2(c)consummation of all transactions contemplated thereby; (ii) The Purchase Price; (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 6(b)(vi7(b)(ii); (iiiiv) A Certificatecertificate, 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 substantially the form attached hereto as Exhibit 7(a)(iii); and (ivvi) Such other instruments as may be reasonably requested by the Exchanger Members Shareholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to Exchanger APT at or prior to the Closing: (i) Stock Certificates representing Certified resolutions of SCN authorizing the SCN Shares being issued to each execution of all documents and the Exchanger Members pursuant to Section 2(c)consummation of all transactions contemplated hereby; (ii) The Purchase Price; (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 6(b)(vi7(b)(ii); (iiiiv) A Certificatecertificate, 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 substantially the form attached hereto as Exhibit 7(a)(iii); and (ivvi) Such other instruments as may be reasonably requested by the Exchanger Members Shareholders in order to effect to or carry out the intent of this Agreement.

By SCN. SCN shall deliver to Exchanger AOR at or prior to the Closing: (i) Stock Certificates representing Certified resolutions of SCN authorizing the SCN Shares being issued to each execution of all documents and the Exchanger Members pursuant to Section 2(c)consummation of all transactions contemplated thereby; (ii) The Purchase Price; (iii) An opinion from SCN's counsel in substantially the form attached hereto as Exhibit 6(b)(vi7(b)(ii); (iiiiv) A Certificatecertificate, 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 substantially the form attached hereto as Exhibit 7(a)(iii); and (ivvi) Such other instruments as may be reasonably requested by the Exchanger Members Physician Owner in order to effect to or carry out the intent of this Agreement.