Common use of Certain Events Immediately Prior to the Closing Clause in Contracts

Certain Events Immediately Prior to the Closing. Immediately prior to the Closing, in addition to such other actions as may be provided for herein: (a) Company shall obtain payoff letters in form and substance reasonably satisfactory to Buyer (the “Pay-Off Letters”) and lien discharges with respect to any Corporate Debt and the Aggregate Clinic Subsidiary Debt (other than the Assumed Clinic Debt) on the Closing Date. (b) The Sellers’ Representative, Buyer and the Escrow Agent shall enter into the Escrow Agreement. (c) Company shall deliver to Buyer at least two (2) days prior to the Closing Date Schedule 2.11(c) to this Agreement setting forth Company’s Transaction Expenses. (d) Company shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a certificate, in form and substance reasonably satisfactory to Buyer (as updated or modified, the “Payments Certificate”) setting forth the following information relating to each Seller, as of the Effective Time: (i) name, (ii) the number and kind of shares of Common Stock or Preferred Stock held by such Seller, (iii) Ownership Percentage, (iv) the aggregate payments to be made to such Seller in accordance with Section 2.10(c), with a separate indication of all components thereof, including the portion thereof consisting of the Escrow Contribution Amount, (v) with respect to each Optionholder and Warrantholder, the number of shares of Common Stock subject to the applicable Option or Warrant and the respective exercise prices per share thereof and (vi) with respect to each Rollover Stockholder, the number of Rollover Shares. The Payments Certificate shall be calculated based on the Estimated Closing Statement delivered to Buyer in accordance with Section 2.13(a). Company shall be permitted to update and modify the Payments Certificate in good faith consistent with the terms and provisions of this Agreement subsequent to delivery and prior to the Closing; provided, that Buyer shall be given a reasonable opportunity to review, and comment upon, such update and modifications prior to the Closing and the Company shall in good faith reflect the reasonable comments of Buyer. (e) Company shall deliver cash in an amount equal to the Option FICA Taxes to the Company’s payroll service provider for the payment of such taxes in connection with the payments contemplated by this Agreement to occur at the Closing with respect to the Options.

Certain Events Immediately Prior to the Closing. Immediately prior Prior to the Closing, in addition to such other actions as may be provided for herein: (a) Company Seller shall obtain payoff letters in form and substance reasonably satisfactory to Buyer (the “Pay-Off Letters”) and lien discharges with respect to any Corporate Debt and the Aggregate Clinic Subsidiary Debt (other than the Assumed Clinic Debt) on the Closing Date. (b) The Sellers’ Representative, Buyer and the Escrow Agent shall enter into the Escrow Agreement. (c) Company shall deliver to Buyer at least two (2) three days prior to the Closing Date Schedule 2.11(ceither (i) payoff letters (the “Payoff Letters”) providing for: (A) the payment of certain Specified Companies Indebtedness, together with interest, premiums, penalties, make-whole payments, breakage costs and other fees and expenses (if any) that are required to this Agreement setting be paid by the Acquired Companies or Related Consolidated Entities (with funds provided by Buyer) as a result of the repayment on the Closing Date of such Specified Companies Indebtedness (the “Debt Payoff Amount”), by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth Company’s Transaction Expensesin such Payoff Letters and (B) the release, upon receipt of the Debt Payoff Amount, of all Encumbrances over the properties and assets of the Acquired Companies or Related Consolidated Entities securing obligations under such Specified Companies Indebtedness, or (ii) evidence that the Acquired Companies or Related Consolidated Entities shall, effective upon the Closing, be released from all obligations in respect of certain Specified Companies Indebtedness and all Encumbrances over the properties and assets of the Acquired Companies or Related Consolidated Entities securing obligations under such Specified Companies Indebtedness (clauses (i) and (ii), collectively, the “Debt Discharge Procedures”). (db) Company Seller shall deliver to Buyer at least three (3) Business Days prior to the Closing Date a certificate, in form and substance reasonably satisfactory to Buyer (as updated or modified, the “Payments Certificate”) schedule setting forth the following information relating to Unpaid Transaction Expenses and wire transfer instructions for each Seller, as of the Effective Time: (i) name, (ii) the number and kind of shares of Common Stock or Preferred Stock held by such Seller, (iii) Ownership Percentage, (iv) the aggregate payments to be made to such Seller in accordance with Section 2.10(c), with a separate indication of all components recipient thereof, including the portion thereof consisting of the Escrow Contribution Amount, (v) with respect to each Optionholder and Warrantholder, the number of shares of Common Stock subject to the applicable Option or Warrant and the respective exercise prices per share thereof and (vi) with respect to each Rollover Stockholder, the number of Rollover Shares. The Payments Certificate shall be calculated based on the Estimated Closing Statement delivered to Buyer in accordance with Section 2.13(a). Company shall be permitted to update and modify the Payments Certificate in good faith consistent with the terms and provisions of this Agreement subsequent to delivery and prior to the Closing; provided, that Buyer shall be given a reasonable opportunity to review, and comment upon, such update and modifications prior to the Closing and the Company shall in good faith reflect the reasonable comments of Buyer. (e) Company shall deliver cash in an amount equal to the Option FICA Taxes to the Company’s payroll service provider for the payment of such taxes in connection with the payments contemplated by this Agreement to occur at the Closing with respect to the Options.

Certain Events Immediately Prior to the Closing. Immediately prior Prior to the Closing, in addition to such other actions as may be provided for herein: (a) The Company shall obtain at least three (3) Business Days prior to the Closing Date payoff letters in form and substance reasonably satisfactory to Buyer (the “Pay-Off Payoff Letters”) and lien discharges from the holders of all Company Debt (other than with respect to any Corporate Assumed Debt) (i) providing the instructions and amounts for the payment of such Company Debt (excluding any Assumed Debt), together with interest, premiums, penalties, make-whole payments, breakage costs and other fees and expenses (if any) that are required to be paid by the Aggregate Clinic Subsidiary Company and its Subsidiaries as a result of the repayment on the Closing Date (with funds provided by Buyer pursuant to Section 2.9(b)(iv)) of such Company Debt (excluding any undrawn amounts under credit lines or revolving (or similar) credit facilities, and excluding any indemnification or contingent obligations not then owing) (such amounts, in the aggregate for all such Company Debt (other than with respect to any Assumed Debt), the “Debt Payoff Amount”) and (ii) providing for the release, upon receipt of the Debt Payoff Amount, of all Liens over the properties and assets of the Company and its Subsidiaries securing obligations under such Company Debt (other than Assumed Clinic Debt) on the Closing Date). (b) The Sellers’ Representative, Buyer and the Escrow Agent shall enter into the Escrow Agreement. (c) Company shall deliver to Buyer at least two (2) days prior to the Closing Date Schedule 2.11(c) to this Agreement setting forth Company’s Transaction Expenses. (d) Company shall deliver to Buyer at least three (3) Business Days prior to the Closing Date (i) a certificate, in form and substance reasonably satisfactory to Buyer (as updated or modified, the “Payments Certificate”) schedule setting forth the following information relating to each Seller, as of Company Transaction Expenses Amount estimated by the Effective Time: (i) name, Company in good faith and (ii) the number and kind of shares of Common Stock or Preferred Stock held by such Seller, (iii) Ownership Percentage, (iv) the aggregate payments to be made to such Seller in accordance with Section 2.10(c), with a separate indication of all components thereof, including the portion thereof consisting of the Escrow Contribution Amount, (v) other than with respect to each Optionholder and Warrantholderany Change of Control Payments, the number wire transfer or other payment instructions for each recipient of shares of Common Stock subject such Company Transaction Expenses, to the applicable Option or Warrant and the respective exercise prices per share thereof and (vi) with respect to each Rollover Stockholder, the number of Rollover Shares. The Payments Certificate shall be calculated based on the Estimated Closing Statement delivered to Buyer in accordance with Section 2.13(a). extent such Company shall be permitted to update and modify the Payments Certificate in good faith consistent with the terms and provisions of this Agreement subsequent to delivery and prior to the Closing; provided, that Buyer shall be given a reasonable opportunity to review, and comment upon, such update and modifications prior to the Closing and the Company shall in good faith reflect the reasonable comments of BuyerTransaction Expenses remains unpaid. (e) Company shall deliver cash in an amount equal to the Option FICA Taxes to the Company’s payroll service provider for the payment of such taxes in connection with the payments contemplated by this Agreement to occur at the Closing with respect to the Options.

Certain Events Immediately Prior to the Closing. Immediately prior to the Closing, in In addition to such other actions as may be provided for herein: (a) Company Prior to the Effective Time, the Seller shall obtain payoff letters cause each of the Companies to satisfy and pay in form full any and substance reasonably satisfactory all Indebtedness of the Companies as of immediately prior to Buyer the Closing (excluding, for the “Pay-Off Letters”avoidance of doubt, (i) trade credit, accounts payable and accrued liabilities and (ii) those items set forth in clauses (d), (e), (f), (g), (h), (i) and lien discharges (j) of the definition of “Indebtedness” set forth herein (which, for the avoidance of doubt, will be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet in accordance with Section 2.08(a)(iii)). The Seller shall also take any and all actions as may be required to release each of the Companies as of immediately prior to the Closing from all of their respective obligations with respect to any Corporate Debt Indebtedness referred to in clauses (g) and (h) of the Aggregate Clinic Subsidiary Debt (other than the Assumed Clinic Debt) on the Closing Datedefinition of “Indebtedness.” (b) The Sellers’ RepresentativePrior to the Effective Time, Buyer the Seller may, in its discretion, cause the Companies to pay the Seller or an Affiliate of the Seller an amount equal to the Seller’s good faith estimate of the excess (if any) of (i) the Cash of the Companies, based upon the most recently available bank statements of the Companies as adjusted for deposits, checks and other disbursements not otherwise reflected in such bank statements, over (ii) amounts used to satisfy Indebtedness pursuant to Section 2.04(a). In the event that, after giving effect to the distribution of Cash pursuant to this Section 2.04(b) and the Escrow Agent application of Cash to pay Indebtedness pursuant to Section 2.04(a), any remaining Cash is insufficient to cover checks and other disbursements not yet paid by the relevant financial institution, such deficiencies shall enter into be treated as an account payable on the Escrow AgreementClosing Balance Sheet. The Seller may cause the Companies to make payments under this Section 2.04(b) in the form of a dividend, subject to compliance with applicable Law. All such payments shall be made not later than immediately prior to the Closing. (c) Company Effective as of the Effective Time, but contingent upon the Closing, all intercompany accounts between any of the Companies, on the one hand, and Parent, the Seller or any of their respective Affiliates (other than any of the Companies), on the other hand, and other Contracts set forth on Section 3.22 of the Disclosure Schedule, shall deliver be cancelled without any consideration or further liability to Buyer at least two (2) days any party and without the need for any further documentation, immediately prior to the Closing Date Closing, except to the extent set forth on Schedule 2.11(c2.04(c) to or as otherwise expressly contemplated by this Agreement setting forth Company’s Transaction Expensesor the Transition Services Agreement (such cancelled accounts and contracts, the “Terminated Intercompany Arrangements”). (d) Company Each Purchaser shall deliver provide to Buyer at least three (3) Business Days prior Newco a cash contribution equal to the Closing Date a certificate, in form and substance reasonably satisfactory to Buyer (as updated or modified, the “Payments Certificate”) setting forth the following information relating to each Seller, as no less than such Purchaser’s Pro Rata Portion of the Effective Time: (i) name, (ii) the number and kind of shares of Common Stock Cash Purchase Price on or Preferred Stock held by such Seller, (iii) Ownership Percentage, (iv) the aggregate payments to be made to such Seller in accordance with Section 2.10(c), with a separate indication of all components thereof, including the portion thereof consisting of the Escrow Contribution Amount, (v) with respect to each Optionholder and Warrantholder, the number of shares of Common Stock subject to the applicable Option or Warrant and the respective exercise prices per share thereof and (vi) with respect to each Rollover Stockholder, the number of Rollover Shares. The Payments Certificate shall be calculated based on the Estimated Closing Statement delivered to Buyer in accordance with Section 2.13(a). Company shall be permitted to update and modify the Payments Certificate in good faith consistent with the terms and provisions of this Agreement subsequent to delivery and prior to the Closing; provided, that Buyer shall be given a reasonable opportunity to review, and comment upon, such update and modifications prior to the Closing and the Company shall in good faith reflect the reasonable comments of Buyer. (e) Company shall deliver cash in an amount equal to the Option FICA Taxes to the Company’s payroll service provider for the payment of such taxes in connection with the payments contemplated by this Agreement to occur at the Closing with respect to the Options.