Common use of Commitments; Defaults Clause in Contracts

Commitments; Defaults. Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are not parties to and are not bound by, and none of the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership or the Physician; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the Partnership. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the Partnership, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the Partnership), nor have the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on Schedule 3.12 3.15 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the Physician; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 2121 and the Subsidiary. Except as set forth on Schedule 3.12 3.15 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.123.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.123.15. Except as set forth on Schedule 3.123.15, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this Agreement.or

Commitments; Defaults. Except as set forth on Schedule 3.12 Any of the following to which InSystems is a party or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are not parties to and are not is bound by, and none of the Nonmedical Assets or which the assets or the business of the Company or the Partnership InSystems are bound by, whether or not in writing, any of are listed in the following InSystems Disclosure Schedules (collectively, "collectively “Commitments"”): i(a) any partnership or joint venture agreement; ii(b) any guaranty or suretyship, indemnification or contribution agreement or performance bond, other than indemnification provisions in agreements with InSystems’ customers; iii(c) any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to anotheranother other than supply arrangements that extend trade credit to InSystems; iv(d) any contract to purchase real property; v(e) any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) 12 month period in excess of $2,000 50,000 and which is not terminable on thirty (30) 30 days' ’ notice or without penalty; vi(f) any agreement of InSystems relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership InSystems or the Physicianany Shareholder; vii(g) any agreement for the acquisition by InSystems of services, supplies, equipment, inventory, fixtures or other property involving payments totaling more than $2,000 50,000, other than the expenses referred to in the aggregateSection 2.5; viii(h) any agreement reasonably expected to generate at least $50,000 in revenue to InSystems; (i) any powers of attorney; ix(j) any contracts containing non-competition covenantscovenants which limit the freedom of InSystems to compete in any line of business or transfer or move any of its assets or operations; x(k) agreement any and all contracts under which InSystems is authorized to distribute or resell products owned or maintained by any third party; (l) any and all contracts under which any third party is authorized to distribute, resell or represent InSystems products; (i) all leases of real property and (ii) leases of personal property involving rental payments within any 12 month period in excess of $50,000, in either case to which InSystems is a party, either as lessor or lessee; or (n) any and all contracts providing for the purchase from a supplier escrow of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or software, including source code, that is material proprietary to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipInSystems. True, correct and complete copies of the all written Commitments, and true, correct and complete written descriptions of the all oral Commitments, have heretofore been delivered or made available to Vision 21SRC. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership InSystems or, to the best knowledge Knowledge of the CompanyInSystems, any other party to a material Commitment, and no provided, however that this sentence shall not apply to those Commitments described in subsection (h) above. No penalties have been incurred nor are amendments pending, pending with respect to the material Commitments, except as described on Schedule 3.12. The Commitments set forth on InSystems’ Disclosure Schedule 4.15.1(o) are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipInSystems and, and to the best knowledge of the CompanyInSystems’ Knowledge, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no except as may be limited by the qualifications in Exhibit 4.15.1(o) or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws now or hereafter in effect affecting creditors’ rights generally or the availability of equitable remedies. No defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the CompanyInSystems’ Knowledge, may be made by any party thereto to the Commitments set forth on InSystems Disclosure Schedule 4.15.1(o) (other than the Company or the PartnershipInSystems), nor have the Company or the Partnership has InSystems waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. (a) Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreementin the Company Disclosure Schedule, the Company and the Partnership are is not parties a party to and are not nor bound by, and none nor are any of the Nonmedical Assets or shares of the Company subject to, nor are the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, collectively "Commitments"):): ----------- (i) partnership or joint venture agreement; (ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; (iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (iv) contract to purchase real property; (v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) 12 month period in excess of $2,000 25,000 and which is not terminable without penalty and on no more than thirty (30) days' days notice or without penalty; (vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity Person that is an Affiliate of the Company or any stockholder of the Company, the Partnership or the Physician; (vii) any agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 25,000 in the aggregate; (viii) powers of attorney; (ix) contracts containing non-competition noncompetition covenants; (x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care servicesservice; or xiii(xi) any other agreement or commitment not made in the ordinary course Ordinary Course of business Business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available Furnished to Vision 21Parent. Except as set forth on Schedule 3.12 and to in the Company's best knowledgeCompany Disclosure Schedule, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, pending with respect to the material Commitments, except as described on Schedule 3.12in the Company Disclosure Schedule. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the Partnershipand, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, thereto in accordance with their respective terms, and no defenses, off-sets offsets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.12. . (b) Except as set forth on Schedule 3.12contemplated hereby, no consents or approvals are required under (i) the terms Company has not received notice of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including without limitation, the transfer plan or intention of any other party to any Commitment to exercise any right to cancel or terminate any Commitment, and the Company does not know of any fact that would justify the exercise of such agreement pursuant a right; and (ii) the Company does not currently contemplate, or have reason to this Agreementbelieve any other person currently contemplates, any amendment or change to any Commitment.

Commitments; Defaults. Except as set forth on Schedule 3.12 3.15 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none nor are any of the Nonmedical shares of Company Common Stock subject to, nor are the Non-optometric Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the PhysicianOptometrist; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical optometric or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 3.15 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.123.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.123.15. Except as set forth on Schedule 3.123.15, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 3.15 in connection with the transactions contemplated herein; including without limitation, limitation the transfer of any such agreement pursuant to this AgreementMerger.

Commitments; Defaults. Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none of nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the Physician;Shareholder; 18 vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors Third-Party Payor Programs and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including , including, without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none of nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the PhysicianShareholder; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors Third-Party Payor Programs and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the Partnership, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the Partnership), nor have the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this Agreement.omissions

Commitments; Defaults. Except as set forth on Schedule 3.12 Any of the following to which Target is a party or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are not parties to and are not is bound by, and none or which any of the Nonmedical Assets shares of Target Capital Stock are subject to, or which the assets or the business of the Company or the Partnership Target are bound by, whether or not in writing, any of are listed in the following Target Disclosure Schedules (collectively, collectively "Commitments"): (i) any partnership or joint venture agreement; (ii) any guaranty or suretyship, indemnification or contribution agreement or performance bond; (iii) any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; (iv) any contract to purchase real property; (v) any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) 12 month period in excess of $2,000 5,000 and which is not terminable on thirty (30) 30 days' notice or without penalty; (vi) any agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the CompanyTarget, the Partnership Minority Stockholder or the Physicianany Stockholder; (vii) any agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 5,000 individually or $25,000 in the aggregate; (viii) any powers of attorney; (ix) any contracts containing non-competition noncompetition covenants; (x) any agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership Target of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care servicesservice; or xiii(xi) any other agreement or commitment not made in the ordinary course Ordinary Course of business Business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipTarget. True, correct and complete copies of the all written Commitments, and true, correct and complete written descriptions of the all oral Commitments, have heretofore been delivered or made available to Vision 21Buyer. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership Target or, to the best knowledge of the CompanyTarget's knowledge, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, pending with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipTarget and, and to the best knowledge of the CompanyTarget's knowledge, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the CompanyTarget's knowledge, may be made by any party thereto (other than the Company or the PartnershipTarget), nor have the Company or the Partnership has Target waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on Schedule 3.12 3.16 or as otherwise disclosed pursuant to this Agreement, neither the Company and Acquired Companies nor any of the Partnership are not parties Subsidiaries is a party to and are not nor bound by, and none nor are any of the Nonmedical shares of Company Common Stock subject to, nor are the Assets or the assets businesses of the Acquired Companies or the business of the Company or the Partnership are Subsidiaries bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreements or arrangements with eye care professionals; vi) agreements with suppliers of eye care and related products; vii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 20,000 and which is not terminable on thirty (30) days' notice or without penalty; viviii) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Acquired Companies or the PhysicianStockholder; viiix) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 20,000 in the aggregate;, except in the ordinary course of business. viiix) powers of attorney; ixxi) contracts containing non-competition covenants; xxii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership Acquired Companies of a particular product or services, except as is consistent with the Acquired Companies previous purchasing history and which does not involve more than a twelve month commitment on behalf of the Acquired Companies; xi) agreements regarding clinical research; xiixiii) agreements with Payors health maintenance organizations, preferred provider organization, managed care entities and contracts to provide medical or health care servicessimilar entities; or xiiixiv) any other agreement or commitment in excess of $20,000 not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipAcquired Companies. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21Purchaser. Except as set forth on Schedule 3.12 To the best knowledge of the Acquired Companies and to the Company's best knowledgeStockholder, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company Acquired Companies or any of the Partnership Subsidiaries or, to the best knowledge of the CompanyAcquired Companies and the Stockholder, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company Acquired Companies or the PartnershipSubsidiaries, and to the best knowledge of the CompanyAcquired Companies and the Stockholder, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the Partnership)asserted, nor have has the Company or the Partnership Acquired Companies waived any material rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no No consents or approvals are required under the terms of any agreement listed on Schedule 3.12 Commitment in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on in Schedule 3.12 or as otherwise disclosed pursuant to this Agreement3.13(a), Target has not entered into, and the Stock, the Company and the Partnership are not parties to and are not bound byassets, and none of the Nonmedical Assets or the assets or the business of the Company or the Partnership Target are not bound by, whether or not in writing, any of the following (collectively, "Commitments"):writing any i1) partnership or joint venture agreement; ii2) deed of trust or other security agreement; 3) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii4) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; 5) labor or collective bargaining agreement; 6) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv7) deed or other document evidencing an interest in or contract to purchase or sell real property; v) 8) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penaltyattorneys; vi9) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; 10) agreement between Target and any affiliate of Target; 11) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate affiliate of the Company, the Partnership or the PhysicianTarget; vii12) any agreement for the acquisition of services, supplies, equipment, inventory, fixtures equipment or other personal property involving and involving, more than $2,000 1,000 in the aggregate; viii13) powers of attorney; ix14) contracts containing non-competition noncompetition covenants; x15) any other contract or agreement that involves either an unperformed commitment in excess of $1,000 or that terminates more than 30 days after the date hereof, 16) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.29; 17) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership Target of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care servicesservice; or xiii18) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, business or financial condition of Target. (financial or otherwisea) or results of operations of the Company or the Partnership. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the Partnership, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, thereto in accordance with their respective terms, and no defenses, off-sets offsets or counterclaims have been asserted orasserted, or to the best knowledge of Target or the CompanyShareholder, may be made made, by any party thereto (other than the Company or the Partnership)thereto, nor have the Company or the Partnership has Target waived any rights thereunder, except as described on in Schedule 3.123.13(a). Except as set forth on Schedule 3.12, no consents or approvals are required under the terms Neither Target nor any Shareholder has received notice of any agreement listed on Schedule 3.12 in connection default with the transactions contemplated herein; including without limitation, the transfer of respect to any such agreement pursuant to this AgreementCommitment.

Commitments; Defaults. Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none of nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the Physician; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including , including, without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on Schedule 3.12 Any of the following to which WIS is a party or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are not parties to and are not is bound by, and none or which any of the Nonmedical Assets shares of WIS Capital Stock are subject to, or which the assets or the business of the Company or the Partnership WIS are bound by, whether or not in writing, any are listed in Section 3.13.1 of the following Disclosure Schedules (collectively, collectively "Commitments"): i(a) partnership or any partnership, joint venture agreementand similar agreements involving a sharing of profits or expenses; ii(b) any guaranty or suretyship, indemnification or contribution agreement or performance bond; iii(c) any debt instrument, loan agreement, guarantee, security or pledge agreement or other obligation relating to indebtedness for borrowed money Indebtedness or money lent or to be lent to another; iv(d) any contract to purchase real property; v(e) any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) -month period in excess of $2,000 50,000 and which is not terminable on thirty (30) 30 days' notice or without penalty; vi(f) any agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership or the PhysicianWIS; vii(g) any written agreement (or group of related agreements) for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate50,000; viii(h) powers of attorneyany contracts to provide inventory or other services to third parties for a fixed price over a fixed term and which is not terminable on 30 days' notice or without penalty; ix(i) any contracts containing non-competition noncompetition covenants; x(j) any agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership WIS of a particular product or servicesservice; xi(k) contracts, agreements regarding clinical research; xiior commitments requiring WIS to indemnify or hold harmless any person other than (i) agreements with Payors and contracts to provide medical or health care servicesinventory services entered into in the ordinary course of business and (ii) leases of office equipment which do not involve payments of more than $50,000 per annum; or xiii(l) any other agreement or commitment not made in the ordinary course of business or that is or could reasonably be anticipated to be material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipWIS. True, correct and complete copies of the all written Commitments, and true, correct and complete written descriptions of the all oral Commitments, have heretofore been delivered or made available to Vision 21Purchaser. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute material defaults by the Company or the Partnership WIS or, to the best knowledge of the Companyeither Seller's knowledge, any other party to a material Commitment, and no material penalties have been incurred nor are amendments pending, pending with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipWIS and, and to the best Sellers' knowledge (but without inquiry of the Companyother party), are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the CompanySellers' knowledge, may be made by any party thereto (other than the Company or the PartnershipWIS), nor have the Company or the Partnership has WIS waived any rights thereunder. Each Commitment will continue to be legal, except as described binding, enforceable and in full force and effect on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under identical terms immediately following the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this AgreementClosing.

Commitments; Defaults. Except as set forth on Schedule 3.12 3.15 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are not parties to and a party to, are not bound by, and none of the shares of Company Common Stock are subject to, nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership or the Physician; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the Partnership. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 3.15 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.123.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the Partnership, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the Partnership), nor have the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.123.15. Except as set forth on Schedule 3.123.15, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 3.15 in connection with the transactions contemplated herein; including without limitation, limitation the transfer of any such agreement pursuant to this AgreementMerger.

Commitments; Defaults. Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none of nor are the Nonmedical Non-optical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the PhysicianShareholder; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care servicesoptical services and products; or xiiixii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including , including, without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none of nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the Physician; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 in connection with the transactions contemplated herein; including , including, without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on Schedule 3.12 3.15 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the Physician; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21. Except as set forth on Schedule 3.12 3.15 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.123.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.123.15. Except as set forth on Schedule 3.123.15, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 3.15 in connection with the transactions contemplated herein; including without limitation, limitation the transfer of any such agreement pursuant to this AgreementMerger.

Commitments; Defaults. Except as set forth on Schedule 3.12 3.16 or as otherwise disclosed pursuant to this Agreement, neither the Company and Acquired Companies nor any of the Partnership are not parties Subsidiaries is a party to and are not nor bound by, and none nor are any of the Nonmedical shares of Company Common Stock subject to, nor are the Assets or the assets businesses of the Acquired Companies or the business of the Company or the Partnership are Subsidiaries bound by, whether or not in writing, any of the following (collectively, "Commitments"): iI) partnership or joint venture agreement; iiII) guaranty or suretyship, indemnification or contribution agreement or performance bond; iiiIII) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; ivIV) contract to purchase real property; vV) agreements or arrangements with eye care professionals; VI) agreements with suppliers of eye care and related products; VII) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 20,000 and which is not terminable on thirty (30) days' notice or without penalty; viVIII) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Acquired Companies or the PhysicianStockholder; viiIX) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 20,000 in the aggregate;, except in the ordinary course of business. viiiX) powers of attorney; ixXI) contracts containing non-competition covenants; xXII) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership Acquired Companies of a particular product or services, except as is consistent with the Acquired Companies previous purchasing history and which does not involve more than a twelve month commitment on behalf of the Acquired Companies; xi) agreements regarding clinical research; xiiXIII) agreements with Payors health maintenance organizations, preferred provider organization, managed care entities and contracts to provide medical or health care servicessimilar entities; or xiiiXIV) any other agreement or commitment in excess of $20,000 not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipAcquired Companies. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21Purchaser. Except as set forth on Schedule 3.12 To the best knowledge of the Acquired Companies and to the Company's best knowledgeStockholder, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company Acquired Companies or any of the Partnership Subsidiaries or, to the best knowledge of the CompanyAcquired Companies and the Stockholder, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company Acquired Companies or the PartnershipSubsidiaries, and to the best knowledge of the CompanyAcquired Companies and the Stockholder, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the Partnership)asserted, nor have has the Company or the Partnership Acquired Companies waived any material rights thereunder, except as described on Schedule 3.12. Except as set forth on Schedule 3.12, no No consents or approvals are required under the terms of any agreement listed on Schedule 3.12 Commitment in connection with the transactions contemplated herein; including without limitation, the transfer of any such agreement pursuant to this Agreement.

Commitments; Defaults. Except as set forth on Schedule 3.12 3.15 or as otherwise disclosed pursuant to this Agreement, the Company and the Partnership are is not parties a party to and are not nor bound by, and none nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Assets or the assets or the business of the Company or the Partnership are bound by, whether or not in writing, any of the following (collectively, "Commitments"): i) partnership or joint venture agreement; ii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv) contract to purchase real property; v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty; vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company, the Partnership Company or the Physician; vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate; viii) powers of attorney; ix) contracts containing non-competition covenants; x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company or the Partnership of a particular product or services; xi) agreements regarding clinical research; xii) agreements with Payors and contracts to provide medical or health care services; or xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company or the PartnershipCompany. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 2121 and the Subsidiary. Except as set forth on Schedule 3.12 3.15 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or the Partnership or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with respect to the material Commitments, except as described on Schedule 3.123.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company or the PartnershipCompany, and to the best knowledge of the Company, are valid and enforceable obligations of the other parties thereto, in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company, may be made by any party thereto (other than the Company or the PartnershipCompany), nor have has the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.123.15. Except as set forth on Schedule 3.123.15, no consents or approvals are required under the terms of any agreement listed on Schedule 3.12 3.15 in connection with the transactions contemplated herein; including without limitation, limitation the transfer of any such agreement pursuant to this AgreementMerger.