Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. From the date hereof until the Closing, except with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or except as set forth on Section 5.03 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries and the Affiliated Medical Practices not to: (a) take any action to amend its certificate of incorporation or bylaws or other governing instruments; (b) issue, sell or otherwise dispose of any of its authorized but unissued capital stock other than in connection with the exercise of a Company Option, or issue any option to acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares of its capital stock, or create any phantom stock, stock appreciation rights plan or similar plan; (c) declare or pay any dividend or make any other distribution in cash or property on any capital stock; (d) merge or consolidate with or into any Person; (e) sell or otherwise dispose of or encumber any of its properties or assets other than in sales or dispositions in the Ordinary Course of Business or in connection with normal repairs, renewals and replacements; (f) create any subsidiary, acquire any capital stock or other equity securities of any third party or acquire any equity or ownership interest in any business or entity, except as set forth on Schedule 9.15(a); (g) (i) create, incur or assume any Indebtedness for borrowed money or secured by real or personal property, except for trade payables incurred in the Ordinary Course of Business, (ii) grant or incur any Liens on any real or personal property that did not exist on the date hereof except in the Ordinary Course of Business, (iii) incur any liability or obligation (absolute, accrued or contingent) not covered by clause (i) except in the Ordinary Course of Business, (iv) write-off any guaranteed checks, notes or accounts receivable except in the Ordinary Course of Business, (v) write-down the value of any asset or investment on its books or records, except for depreciation and amortization in the Ordinary Course of Business, (vi) make any commitment for any capital expenditure in excess of $500,000 in the case of any single expenditure or $1,500,000 in the case of all capital expenditures except with respect to any capitalized internal software development, (vii) enter into any contract or agreement, except those that are (x) entered into in the Ordinary Course of Business and involve an expenditure of less than $100,000 for any such contract or agreement (exclusive of any indemnification obligations under such contract or agreement for which no claims have been asserted as of the date thereof), or (y) cancelable without premium or penalty on not more than thirty (30) days’ notice, or (viii) enter into any contract, agreement or commitment related to a radiology practice alliance, strategic partnership or similar corporate development program, except in as set forth on Schedule 9.15(a); (h) (i) increase in any manner the compensation of (including bonus), or fringe benefits of, or enter into any new, or modify any existing, bonus, severance or incentive agreement or arrangement with, any of its current or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any officers; (i) establish, adopt, enter into, materially amend, or terminate any Company Benefit Plan or any plan, arrangement, program, policy, trust, fund or other arrangement that would constitute a Company Benefit Plan if it were in existence as of the date of this Agreement, except as required by Law or increase the benefits provided under any Company Benefit Plan, or promise or commit to undertake any of the foregoing in the future; (j) fail to perform its material obligations under, or default or suffer to exist any event or condition which with notice or lapse of time or both would constitute a material default under, any Company Contract (except those being contested in good faith) or enter into, assume or amend any contract or commitment that is or would be a Company Contract, except in the Ordinary Course of Business or as permitted under Section 5.03 of the Company Disclosure Schedule or Section 9.15 of the Company Disclosure Schedule; (k) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintains; (l) make or change any material Tax election, settle or compromise any material Tax claim or assessment, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, waive or extend the limitation period applicable to any material Tax liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business), enter into any closing agreement with respect to a material amount of Taxes or surrender any right to claim a refund of a material amount of Taxes; or (m) enter into any contract, agreement or commitment with respect to, or propose or authorize, any of the actions described in the foregoing clauses (a) through (l).

Certain Changes or Events. From the date hereof until the ClosingBetween January 1, except with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or except as set forth on Section 5.03 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries 2015 and the Affiliated Medical Practices Effective Date, there has not tobeen, occurred or arisen: (a) take any action to amend its certificate event or condition of incorporation any kind or bylaws or other governing instrumentscharacter that has had a Material Adverse Effect; (b) issue, sell any amendment or otherwise dispose of any of its authorized but unissued capital stock other than in connection with modification to the exercise of a Company Option, or issue any option to acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares of its capital stock, or create any phantom stock, stock appreciation rights plan or similar planOrganizational Documents; (c) declare any issuance, delivery, sale or pay grant of (i) shares of capital stock or other equity interests of the Company, except upon the exercise of warrants, options, rights, agreements, convertible or exchangeable securities or other commitments, (ii) any dividend warrants, options, rights, agreements, convertible or make exchangeable securities, (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, or (iv) other distribution in cash commitments obligating the Company to issue, sell, purchase, return or property on redeem any shares of capital stockstock or other equity interests of the Company; (d) merge any declaration, setting aside or consolidate with payment of any dividend, or into other distribution or capital return in respect of any Personshares of capital stock or other equity interests of the Company, or any redemption, repurchase or other acquisition by the Company of any shares of capital stock or other equity interests of the Company; (e) sell (i) any material damage, destruction or other material casualty loss (whether or not covered by insurance) affecting the Company or the assets of, or property owned, leased or otherwise dispose used by the Company; (ii) any sale (except for inventory in the ordinary course of business consistent with past practice), lease, or encumber disposition of any material asset of its properties the Company; or assets (iii) any mortgage, pledge, or imposition of any Encumbrance (other than in sales or dispositions in Permitted Encumbrances) upon, any material asset of the Ordinary Course of Business or in connection with normal repairs, renewals and replacementsCompany; (f) create any subsidiarysale, acquire assignment, transfer or license, or agreement to sell, assign, transfer or license, any capital stock or material Intellectual Property, other equity securities than nonexclusive licenses granted in the ordinary course of any third party or acquire any equity or ownership interest in any business or entity, except as set forth on Schedule 9.15(a)consistent with past practice; (g) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company of any Person or division, or business of or equity interest in any Person, except for purchases of inventory, components or supplies in the ordinary course of business consistent with past practice; (h) any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by the Company, other than such changes as are required by GAAP or Tax law, as applicable; (i) create, incur any material Tax election (including any change to any such election); (j) any employment agreement with a Company Employee entered into or assume amended; (k) (i) any Indebtedness for borrowed money cancellation or secured by real waiver of any material claims or personal property, except for trade payables incurred in material rights with a value to the Ordinary Course of Business, Company or (ii) grant any settlement or incur compromise of any Liens on material Actions, other than such Actions in which the amount paid in settlement or compromise, including the cost to the Company of complying with any real provisions of such settlement or personal property that did compromise other than cash payments, does not exist on the date hereof except in the Ordinary Course of Business, (iii) incur exceed $100,000 without regard to any liability or obligation (absolute, accrued or contingent) not amount covered by clause insurance; (il) except in the Ordinary Course of Businessany capital expenditure, (iv) write-off any guaranteed checks, notes or accounts receivable except in the Ordinary Course of Business, (v) write-down the value of any asset or investment on its books or records, except for depreciation and amortization in the Ordinary Course of Business, (vi) make any commitment for any a capital expenditure in excess of $100,000 individually or $500,000 in the case aggregate (excluding any individual capital expenditures or commitments for capital expenditures in amounts less than $50,000), for additions or improvements to the property, plant and equipment of the Company, other than the Identified Capital Expenditures; (m) any amendment, termination, or written notice of termination of any single expenditure Contract involving a commitment by the Company extending for more than one year and involving a total remaining commitment by the Company of at least $100,000; (n) any loan, advance or capital contribution to or investment in any Person; (o) any default in any Liability set forth on the Company Financial Statements that has not since been cured and that, taken together with all other defaults in Liabilities set forth on the Company Financial Statements, resulted in or is reasonably likely to result in Losses to the Company in excess of $1,500,000 in 50,000. (p) any labor dispute, other than routine individual grievances, or, to the case Knowledge of all capital expenditures except the Company, any activity or proceeding by a labor union or representative thereof to organize any Company Employees, or any lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the Company, threats thereof by or with respect to any capitalized internal software development, (vii) enter into any contract or agreement, except those that are (x) entered into in the Ordinary Course of Business and involve an expenditure of less than $100,000 for any such contract or agreement (exclusive of any indemnification obligations under such contract or agreement for which no claims have been asserted as of the date thereof), or (y) cancelable without premium or penalty on not more than thirty (30) days’ notice, or (viii) enter into any contract, agreement or commitment related to a radiology practice alliance, strategic partnership or similar corporate development program, except in as set forth on Schedule 9.15(a); (h) (i) increase in any manner the compensation of (including bonus), or fringe benefits of, or enter into any new, or modify any existing, bonus, severance or incentive agreement or arrangement with, any of its current or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any officers; (i) establish, adopt, enter into, materially amend, or terminate any Company Benefit Plan or any plan, arrangement, program, policy, trust, fund or other arrangement that would constitute a Company Benefit Plan if it were in existence as of the date of this Agreement, except as required by Law or increase the benefits provided under any Company Benefit Plan, or promise or commit to undertake any of the foregoing in the future; (j) fail to perform its material obligations under, or default or suffer to exist any event or condition which with notice or lapse of time or both would constitute a material default under, any Company Contract (except those being contested in good faith) or enter into, assume or amend any contract or commitment that is or would be a Company Contract, except in the Ordinary Course of Business or as permitted under Section 5.03 of the Company Disclosure Schedule or Section 9.15 of the Company Disclosure Schedule; (k) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintains; (l) make or change any material Tax election, settle or compromise any material Tax claim or assessment, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, waive or extend the limitation period applicable to any material Tax liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business), enter into any closing agreement with respect to a material amount of Taxes or surrender any right to claim a refund of a material amount of TaxesEmployees; or (mq) enter into any contractagreement, agreement or commitment with respect toother than this Agreement, or propose or authorize, to take any of the actions described specified in the foregoing clauses (a) through (l)this Section 3.7.

Certain Changes or Events. From the date hereof until the Closing, except with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or except Except as set forth on in Section 5.03 3.8 of the Company Disclosure Schedule, since the Company shall notBalance Sheet Date to the date of this Agreement, and shall cause its Subsidiaries and other than in the Affiliated Medical Practices ordinary course of business, there has not tobeen, occurred or arisen: (a) take any action to amend material damage to, or destruction or loss of, any of the material assets or properties of the Company or any of its certificate of incorporation or bylaws or other governing instrumentsSubsidiaries; (b) issue(i) any declaration, sell setting aside or otherwise dispose payment of any dividend, or other distribution or capital return in respect of the Stock (other than Tax distributions made prior to the Company’s conversion to a C- corporation within the meaning of Internal Revenue Code Section 1361(a)(2)) or any other capital stock of the Company, (ii) any split, combination or reclassification of the outstanding shares of Stock or (iii) any redemption, repurchase or other acquisition by the Company or any of its authorized but unissued Subsidiaries of shares of Stock, any other capital stock other than in connection with of the exercise of a Company Option, or issue any option to acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares Stock Rights of its capital stock, or create any phantom stock, stock appreciation rights plan or similar planthe Company; (c) declare any sale, assignment, transfer, lease, license, Encumbrance or pay other disposition, or agreement to sell, assign, transfer, lease, license, Encumber or otherwise dispose of, any dividend of the assets of the Company or make any of its Subsidiaries (i) having a value, in any individual case or in the aggregate, in excess of $100,000 or (ii) other distribution than non-exclusive licenses of the Company Products to customers in cash or property on any capital stockthe ordinary course of business consistent with past practices; (d) merge any acquisition (by merger, consolidation or consolidate with other combination, or into acquisition of stock or assets or otherwise) by the Company or any Personof its Subsidiaries of any Person or any business; (e) sell any liquidation, restructuring or otherwise dispose reorganization of the Company or encumber any of its properties or assets other than in sales or dispositions in the Ordinary Course of Business or in connection with normal repairs, renewals and replacementsSubsidiaries; (f) create any subsidiary, acquire any capital stock or other equity securities of any third party or acquire any equity or ownership interest change in any business method of accounting or entityaccounting practice used by the Company or any of its Subsidiaries, except other than such changes as set forth on Schedule 9.15(a)are required by GAAP; (g) (i) createany employment, incur deferred compensation, severance or assume similar agreement entered into or amended by the Company or any Indebtedness for borrowed money or secured by real or personal propertyof its Subsidiaries, except any employment agreement providing for trade payables incurred in the Ordinary Course compensation (including salary and guaranteed bonus payments) of Business, less than $150,000 per annum; (ii) grant or incur any Liens on any real or personal property that did not exist on the date hereof except increase in the Ordinary Course compensation payable, or to become payable, by the Company or any of Businessits Subsidiaries to any directors or officers of the Company or any of its Subsidiaries; (iii) any payment of or provision for any bonus, stock option, stock purchase, profit sharing, deferred compensation, pension, retirement or other similar payment or arrangement to any Company Employee, or any director or officer of the Company or any of its Subsidiaries or (iv) any increase in the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives, other than, in the case of clauses (ii), (iii) incur any liability or obligation (absolute, accrued or contingent) not covered by clause (i) except in the Ordinary Course of Business, and (iv) write-off any guaranteed checksof this Section 3.8(g), notes or accounts receivable except normal increases in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, (v) write-down the value of any asset or investment on its books or recordsand except, except for depreciation and amortization in the Ordinary Course of Business, (vi) make any commitment for any capital expenditure in excess of $500,000 in the case of any single expenditure or $1,500,000 in the case clause (iii) of all capital expenditures except with respect to any capitalized internal software development, (vii) enter into any contract or agreement, except those that are (x) entered into in the Ordinary Course of Business and involve an expenditure of less than $100,000 for any such contract or agreement (exclusive of any indemnification obligations under such contract or agreement for which no claims have been asserted as of the date thereofthis Section 3.8(g), to the extent that the Company or (y) cancelable without premium any of its Subsidiaries is contractually obligated to do so or penalty on not more than thirty (30) days’ notice, or (viii) enter into any contract, agreement or commitment related required to a radiology practice alliance, strategic partnership or similar corporate development program, except in as set forth on Schedule 9.15(a)do so by applicable Law; (h) (i) increase in any manner amendment to the compensation Company Certificate of (including bonus)Incorporation or Company Bylaws, or fringe benefits of, or enter into any new, or modify any existing, bonus, severance or incentive agreement or arrangement with, the organizational documents of any of its current or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any officersthe Company’s Subsidiaries; (i) establish, adopt, enter into, materially amend, any issuance of any capital stock or terminate any Company Benefit Plan other equity securities or any planStock Rights by the Company or any of its Subsidiaries, arrangement, program, policy, trust, fund or other arrangement that would constitute a Company Benefit Plan if it were except for (i) the issuance of shares of Stock pursuant to the exercise of Stock Options and (ii) the issuance of Stock Options with an exercise price equal to the fair market value (as determined in existence good faith compliance with the Department of the Treasury guidance issued as of the date of this Agreement, except as required by Law or increase the benefits provided such grant under any Company Benefit Plan, or promise or commit to undertake any Section 409A of the foregoing Internal Revenue Code) to employees in the futureordinary course of business; (j) fail any entry into any joint ventures, strategic partnerships or alliances by the Company or any Subsidiary; (A) any incurrence of or entry into any agreement to perform its material obligations underincur any Debt or guarantee any Debt, (B) any issuance or default sale of any debt securities or suffer warrants or rights to exist acquire any event or condition which with notice or lapse of time or both would constitute a material default under, any Company Contract (except those being contested in good faith) or enter into, assume or amend any contract or commitment that is or would be a Company Contract, except in the Ordinary Course of Business or as permitted under Section 5.03 debt securities of the Company Disclosure Schedule or Section 9.15 any of its Subsidiaries, (C) any entry into any “keep well” or other agreement to maintain the financial condition of any other Person or (D) any entry into any arrangement having the economic effect of any of the Company Disclosure Schedule; (k) fail to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintainsforegoing; (l) make other than advances to employees for business and relocation expenses that are incurred in the ordinary course of business, any making any loans or change advances to, guarantees for the benefit of, or investments in, any Person by the Company or any of its Subsidiaries; (m) any capital expenditures by the Company or any of its Subsidiaries in excess of $100,000 individually or $200,000 in the aggregate; (n) any transfer or license to any Person of any rights to any of the Company Intellectual Property or Third Party Intellectual Property (other than non-exclusive licenses of the Company Products to customers in the ordinary course of business consistent with past practice) or any material impairment to the value of, or material failure to maintain any of, the Company Intellectual Property or Third Party Intellectual Property; (o) any payment, discharge or satisfaction of any claims or Liabilities by the Company or any of its Subsidiaries, other than the payment of accounts payable in the ordinary course of business consistent with past practice or of claims or Liabilities reflected or reserved against in, or contemplated by, the Company Financial Statements; (p) any entry by the Company or any of its Subsidiaries into any Contract which may not be canceled without penalty by the Company upon notice of thirty (30) days or less or which (i) provides for payments to the Company or its Subsidiaries in an amount in excess of $75,000 per annum, (ii) provides for payments by the Company or any of its Subsidiaries in an amount in excess of $75,000 per annum or, with respect to agreements with any one Person and Affiliates thereof, $150,000 per annum when aggregated together, or (iii) involves any exclusive terms of any kind, other than (A) in the case of clause (i), Contracts with clients, partners and service providers entered into in the ordinary course of business consistent with past practices, and (B) Contracts with respect to capital expenditures referred to above; (q) any settlement by the Company or any of its Subsidiaries of any claim, demand, grievance, arbitration or litigation for amounts in excess of $25,000 individually or $75,000 in the aggregate or that involves an admittance of wrongdoing; (r) with respect to the Company or any of its Subsidiaries, any making or revocation of any Tax electionelection other than those Tax elections as are consistent with past practice, settle any agreement to any settlement or compromise regarding any material Tax claim liability or assessment, change an annual Tax accounting period, adopt any extension or change any material Tax accounting method, file any material amended Tax Return, waive or extend waiver of the limitation statute of limitations period applicable to any material Taxes, Tax liability Returns or assessment (other than pursuant to extensions Tax claims, any amendment of any Tax Returns, or time to file Tax returns obtained in the Ordinary Course any obtaining of Business), enter into or filing for any closing agreement rulings with respect to a material amount Taxes; (s) any revaluation of Taxes any assets or surrender change to any right accounting principles or practices, depreciation or amortization policies or rates used by the Company or any of its Subsidiaries, or any change to claim a refund assumptions underlying or methods of a material amount of Taxescalculating any doubtful account, contingency or other reserves; or (mt) enter any event or condition of any kind or character that has had, or is reasonably likely to have, a Material Adverse Effect; (u) the entering into any contract, agreement Contract by the Company or commitment with respect to, or propose or authorize, any of the its Subsidiaries, other than this Agreement, to take any actions described specified in the foregoing clauses (a) through (l)this Section 3.8.

Certain Changes or Events. From Since the date hereof until of the ClosingBalance Sheet, except neither the Company, nor the Seller with respect to the prior written consent Company, nor any of Parent (such consent not to be unreasonably withheldthe Company's officers, delayed directors or conditioned) or except as set forth employees in their representative capacities on Section 5.03 behalf of the Company Disclosure Schedulehas: received oral or written notice that there has been, will be or may be a loss of, or contract cancellation by, any current customer of the Company, which loss or cancellation would result in lost annual revenues to the Company shall notof at least $10,000, and shall cause its Subsidiaries and or received substantive information which would form the Affiliated Medical Practices not to: (a) take basis for any belief that there may be such a loss or cancellation; taken any action or entered into or agreed to amend its certificate of incorporation enter into any transaction, agreement or bylaws or other governing instruments; (b) issue, sell or otherwise dispose of any of its authorized but unissued capital stock commitment other than in connection with the exercise ordinary course of a Company Option, or issue any option to acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares of its capital stock, or create any phantom stock, stock appreciation rights plan or similar plan; (c) declare or pay any dividend or make any other distribution in cash or property on any capital stock; (d) merge or consolidate with or into any Person; (e) sell or otherwise dispose of or encumber any of its properties or assets other than in sales or dispositions in the Ordinary Course of Business or in connection with normal repairs, renewals and replacements; (f) create any subsidiary, acquire any capital stock or other equity securities of any third party or acquire any equity or ownership interest in any business or entity, except as set forth on Schedule 9.15(a); (g) (i) create, incur or assume any Indebtedness for borrowed money or secured by real or personal propertybusiness, except for trade payables incurred the execution of this Agreement; forgiven or canceled any indebtedness or waived any claims or rights of material value (including, without limitation, any indebtedness owing by the Seller, officer, director, employee or Affiliate of the Company); granted any increase in the Ordinary Course compensation of Businessmembers, directors, officers, employees or consultants (ii) grant including any such increase pursuant to any employment agreement or incur bonus, pension, profit sharing, lease payment or other plan or commitment); borrowed or agreed to borrow any Liens on funds, assumed or become subject to, whether directly or by way of guarantee or otherwise, any real liabilities or personal property that did not exist on the date hereof except in the Ordinary Course of Businessobligations (absolute, (iii) incur accrued or contingent), or incurred any liability liabilities or obligation obligations (absolute, accrued or contingent) except liabilities and obligations incurred in the ordinary course of business and consistent with past practice not covered by clause to exceed $10,000 individually, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued or contingent) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet, or prepaid any obligation having a fixed maturity of more than 90 days from the date such obligation was issued or incurred; permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, Encumbrance, institutional control, restriction or charge, except (i) except conditional sales or similar security interests granted in connection with the purchase of equipment or supplies in the Ordinary Course ordinary course of Businessbusiness, (ii) assessments for current taxes not yet due and payable, (iii) landlord's liens for rental payments not yet due and payable, and (iv) write-mechanics', materialmen's, carriers' and other similar statutory liens securing indebtedness that is in the aggregate less than $1,000, was incurred in the ordinary course of business and is not yet due and payable; written off as uncollectible any guaranteed checks, notes or accounts receivable except in the Ordinary Course of Business, (v) write-down the value of any asset or investment on its books or recordsreceivable, except for depreciation write downs and amortization write offs that are in the Ordinary Course aggregate less than $10,000, incurred in the ordinary course of Businessbusiness and consistent with past practice; sold, transferred or otherwise disposed of any of its properties or assets (vireal, personal or mixed, tangible or intangible) make any commitment for any capital expenditure with an aggregate net book value in excess of $500,000 in 1,000; provided, however, the case Company shall be permitted to pay out to the Seller simultaneous with the Closing, any cash or money market funds held by the Company net of any single expenditure outstanding drafts or $1,500,000 other obligations and the difference between the "loan held for sale" as of the Closing Date ("Closed Loans") and the warehouse line of credit outstanding as of the Closing Date, all as provided in Section 2.2(e) hereto, provided, further, that in no event shall the case Tangible Net Worth of all capital expenditures except with respect the Company be reduced to any capitalized internal software development, (vii) enter into any contract or agreement, except those that are (x) entered into in the Ordinary Course of Business and involve an expenditure of less than $100,000 for 0 at Closing; disposed of or permitted to lapse any such contract or agreement (exclusive rights to the use of any indemnification obligations under such contract trademark, trade name, patent or agreement copyright, or disposed of or disclosed to any Person other than representatives of Buyer any trade secret, formula, process or know how not theretofore a matter of public knowledge; made any single capital expenditure or commitment in excess of $5,000 for which no claims have been asserted as additions to property, equipment or intangible capital assets or made aggregate capital expenditures in excess of $2,000 for additions to property, equipment or intangible capital assets; made any change in any method of accounting or accounting practice or internal control procedure; issued any membership interests or other ownership or equity, other securities or options or other rights to acquire any equity or other securities, or declared, paid or set aside for payment any dividend or other distribution in respect of its membership interests, or redeemed, purchased or otherwise acquired, directly or indirectly, any membership interests or other securities of the date thereofCompany, or otherwise permitted the withdrawal by any of the holders of membership interests of the Company of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or (y) cancelable without premium or penalty on not more otherwise, other than thirty (30) days’ notice, or (viii) enter into any contract, agreement or commitment related to a radiology practice alliance, strategic partnership or similar corporate development program, except in as set forth on Schedule 9.15(a); (h) in Subparagraph (i) increase above; except for transactions that are not material in the aggregate, loaned or advanced any manner the compensation of (including bonus)amount to, or fringe benefits ofsold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or enter entered into any new, or modify any existing, bonus, severance or incentive agreement or arrangement with, any of its current or former the Company's officers, directors, management-level members or employees or independent contractorsany Affiliate of the Company's officers, directors or employees, except directors' fees and compensation paid to officers and employees at rates not exceeding the rates of compensation disclosed on Disclosure Schedule 3.16; entered into or agreed to enter into, or otherwise suffered to be outstanding, any power of attorney of the Company or any obligations or liabilities (absolute, accrued or contingent) of the Company, as guarantor, surety, co signer, endorser, co-maker, indemnitor or otherwise, in respect of the obligation of any other Person; received notice of, or otherwise obtained knowledge of: (i) any claim, action, suit, arbitration, proceeding or investigation involving, pending against or threatened against the Company or any employee of the Company before or by any court or governmental or nongovernmental department, commission, board, bureau, agency or instrumentality, or any other Person; (ii) hire any valid basis for any claim, action, suit, arbitration, proceeding, investigation or fire the application of any officers; (i) establish, adopt, enter into, fine or penalty materially amend, or terminate any adverse to the Company Benefit Plan or any plan, arrangement, program, policy, trust, fund officer or other arrangement that would constitute a Company Benefit Plan if it were in existence as of the date of this Agreement, except as required by Law or increase the benefits provided under any Company Benefit Plan, or promise or commit to undertake any of the foregoing in the future; (j) fail to perform its material obligations under, or default or suffer to exist any event or condition which with notice or lapse of time or both would constitute a material default under, any Company Contract (except those being contested in good faith) or enter into, assume or amend any contract or commitment that is or would be a Company Contract, except in the Ordinary Course of Business or as permitted under Section 5.03 director of the Company Disclosure Schedule before or Section 9.15 by any Person; or (iii) any outstanding or unsatisfied judgments, orders, decrees or stipulations to which the Company or any officer, director or employee of the Company Disclosure Schedule; is a party that relate directly to the transactions contemplated herein or that would have any material adverse effect upon the business, assets, operations, prospects or condition (kfinancial or other) fail of the Company; entered into or agreed to maintain in full force and effect policies any sale, assignment, transfer or license of insurance comparable in amount and scope any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company to those it currently maintains; (l) make a third party or any amendment or change to any existing license or other agreement relating to intellectual property; taken any action to accelerate the collection of receivables, or failed to pay payables, in a timely manner consistent with past practices; failed to inform Buyer of any material Tax electionbad debts not disclosed on the Balance Sheet; received notice of, settle or compromise otherwise obtained knowledge of, any other event or facts that could have a material Tax claim adverse effect on the business, its assets, operations, prospects, or assessmentcondition (financial or other) of the Company; distributed, change an annual Tax accounting periodsold, adopt or change otherwise disposed of any material Tax accounting methodassets (including intellectual property) required or reasonably necessary for the operation of the Company's business, file any material amended Tax Return, waive or extend the limitation period applicable to any material Tax liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business)manner in which the business has historically operated; or agreed, enter into whether in writing or otherwise, to take any closing agreement with respect to a material amount of Taxes or surrender any right to claim a refund of a material amount of Taxes; or (m) enter into any contract, agreement or commitment with respect to, or propose or authorize, any of the actions action described in the foregoing clauses (a) through (l)this Section 3.7.

Certain Changes or Events. From the date hereof until the Closing, except with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or except Except as set forth on disclosed in Section 5.03 4.8 of the Company Disclosure Schedule, since the Company shall not, and shall cause its Subsidiaries and the Affiliated Medical Practices not to: (a) take any action to amend its certificate of incorporation or bylaws or other governing instruments; (b) issue, sell or otherwise dispose of any of its authorized but unissued capital stock other than in connection with the exercise of a Company Option, or issue any option to acquire its capital stock, or any securities convertible into or exchangeable for its capital stock or split, combine or reclassify any shares of its capital stock, or create any phantom stock, stock appreciation rights plan or similar plan; (c) declare or pay any dividend or make any other distribution in cash or property on any capital stock; (d) merge or consolidate with or into any Person; (e) sell or otherwise dispose of or encumber any of its properties or assets other than in sales or dispositions in the Ordinary Course of Business or in connection with normal repairs, renewals and replacements; (f) create any subsidiary, acquire any capital stock or other equity securities of any third party or acquire any equity or ownership interest in any business or entity, except as set forth on Schedule 9.15(a); (g) Balance Sheet Date: (i) create, incur or assume any Indebtedness for borrowed money or secured by real or personal property, except for trade payables incurred the Company Parties have conducted their business in the Ordinary Course of Business, and there has not been any event or occurrence which has had or would be reasonably likely to have a Material Adverse Effect, and (ii) grant the Company Parties have not taken any of the actions listed in clauses (i) through (xxii) of Section 6.1(b). Except as disclosed in Section 4.8 of the Company Disclosure Schedule, since the Balance Sheet Date, the Company Parties have conducted their business in the Ordinary Course of Business and, since such date, there has not been, occurred or incur arisen: (a) any Liens on damage to, or destruction or loss of, any real of the assets or personal property that did not exist on properties of the date hereof except Company; (b) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any shares of Company Capital Stock, or any redemption, repurchase or other acquisition by the Company of any shares of Company Capital Stock or any split, combination or reclassification of any shares of Company Capital Stock; (c) other than sales of products and services to customers in the Ordinary Course of Business, any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of any Company Party having a value, on an annual basis, in excess of $100,000 individually, or $250,000 in the aggregate; (iiid) incur any liability sale, assignment, transfer, abandonment or obligation (absolutelapse of any Government Licenses, accrued or contingent) disclosure of any proprietary confidential information to any Person who is not covered by clause (i) except subject to a written confidentiality agreement in favor of any Company Party, or grant of any license or sublicense of any rights under or with respect to any Proprietary Rights other than non-exclusive licenses granted to end-user customers in the Ordinary Course of Business; (e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by any Company Party of any corporation, partnership or other business organization, or any division thereof; (ivf) write-off any guaranteed checkschange in any method of accounting or accounting practice used by the Company, notes except as required by GAAP; (g) any written, or accounts receivable except to the Company’s Knowledge, oral notice that any customer, distributor or reseller listed in Section 4.8(g) of the Company’s Disclosure Schedule will stop, decrease or alter in any material adverse respect its business relationship with a Company Party; (h) a Material Adverse Effect; (i) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, or any increase in the Ordinary Course of Business, (v) write-down the value salary or bonus payable or to become payable to any officers or employees of any asset or investment on its books or records, except for depreciation and amortization in the Ordinary Course of Business, Company Party (vi) make any commitment for any capital expenditure in excess of $500,000 in the case of any single expenditure or $1,500,000 in the case of all capital expenditures except with respect to any capitalized internal software development, (vii) enter into any contract or agreement, except those that are (x) entered into other than in the Ordinary Course of Business and involve an expenditure of less than $100,000 for any such contract in connection with normally recurring periodic reviews or agreement (exclusive of any indemnification obligations under such contract or agreement for which no claims have been asserted as of the date thereof)increases and, or (y) cancelable without premium or penalty on not more than thirty (30) days’ notice, or (viii) enter into any contract, agreement or commitment related to a radiology practice alliance, strategic partnership or similar corporate development program, except in as set forth on Schedule 9.15(a); (h) (i) increase in any manner the event, not in excess of 5% of such individual’s prior compensation of (including bonusor benefits), or fringe benefits of, or enter into any new, or modify any existing, bonus, severance or incentive agreement or arrangement with, any of its current or former officers, directors, management-level employees or independent contractors, or (ii) hire or fire any officers; (i) establish, adopt, enter into, materially amend, or terminate any Company Benefit Plan or any plan, arrangement, program, policy, trust, fund or other arrangement that would constitute a Company Benefit Plan if it were in existence as of the date of this Agreement, except as required by Law or increase the benefits provided under any Company Benefit Plan, or promise or commit to undertake any of the foregoing in the future; (j) fail to perform its material obligations under, except upon exercise of Company Options or default or suffer to exist any event or condition which Warrants in accordance with notice or lapse of time or both would constitute a material default undertheir respective terms on the date hereof, any issuance by the Company Contract of any equity securities or any securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity securities; (except those being contested k) any acceleration, termination, material modification or cancellation of any Listed Contract; (l) any creation, incurrence, assumption or guarantee of any Debt in good faithexcess of $250,000 in the aggregate, any mortgage or pledge of any of the Company’s or any Subsidiary’s property or assets or the creation of any Encumbrance on any of the Company’s or any Subsidiary’s property or assets; (m) or enter into, assume or amend any contract or commitment that is or would be a Company Contract, except prepayment of any Debt other than in the Ordinary Course of Business or as permitted required under Section 5.03 of the Company Disclosure Schedule or Section 9.15 of the Company Disclosure Schedulethis Agreement; (kn) fail any amendment or authorization to maintain in full force and effect policies of insurance comparable in amount and scope to those it currently maintainsamend the Company’s charter or its bylaws; (lo) make or change any material Tax election, settle or compromise any material Tax claim or assessment, change an of annual Tax accounting period, adopt adoption or change in any material method of Tax accounting methodaccounting, file extension or waiver of any material applicable statute of limitations with respect to Taxes, any filing of any amended Tax ReturnReturns, waive or extend the limitation period applicable to any material Tax liability or assessment (other than pursuant to extensions or time to file Tax returns obtained in the Ordinary Course of Business), enter entry into any closing agreement with in respect to a material amount of Taxes or settlement of any Tax claim, audit or assessment, or surrender of any right to claim a refund Tax refund, offset or other reduction in Tax liability; (p) any investment in any other person or entity or any waiver or release of any right material to the Company or any Subsidiary; (q) any capital expenditure in excess of $50,000 per item or $250,000 in the aggregate; (r) the commencement or settlement of any Action; (s) any application for or receipt of a material amount of TaxesGovernment Grant; or (mt) enter into any contractagreement, agreement or commitment with respect toother than this Agreement, or propose or authorize, to take any of the actions described specified in the foregoing clauses (a) through (l)this Section 4.8.