Common use of Commitments; Defaults Clause in Contracts

Commitments; Defaults. Except as set forth on Schedule 3.15 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, 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 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 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 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. 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 and the Subsidiary. Except as set forth on Schedule 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, 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents or

Commitments; Defaults. Except as set forth on Schedule 3.15 3.12 or as otherwise disclosed pursuant to this Agreement, the Company is and the Partnership are not a party parties to nor and are not bound by, nor are any and none 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 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 CompanyCompany 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 and the Subsidiary21. Except as set forth on Schedule 3.15 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 3.153.12. The Commitments are in full force and effect and are valid and enforceable obligations of the CompanyCompany 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 CompanyCompany or the Partnership), nor has have the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.153.12. Except as set forth on Schedule 3.153.12, no consents oror 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 3.15 or as otherwise disclosed pursuant Any of the following to this Agreement, the Company which WIS is not a party to nor or is bound by, nor are or which any of the shares of Company Common WIS Capital Stock are subject to, nor are the Nonmedical Assets or which the assets or the business of the Company 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 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 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 CompanyWIS. 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 21 and the SubsidiaryPurchaser. Except as set forth on Schedule 3.15 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 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the CompanyWIS 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 CompanyWIS), nor has the Company 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 3.15. Except as set forth on Schedule 3.15, no consents oridentical terms immediately following the Closing.

Commitments; Defaults. (a) Except as set forth on Schedule 3.15 or as otherwise disclosed pursuant to this Agreementin the Company Disclosure Schedule, the Company is not a party to nor bound by, nor are any of the shares of the Company Common Stock subject to, nor are the Nonmedical Assets or the assets or the business of the Company 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 PhysicianCompany; (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 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. 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 21 and the SubsidiaryParent. Except as set forth on Schedule 3.15 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, 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 3.15in the Company Disclosure Schedule. The Commitments are in full force and effect and are valid and enforceable obligations of the CompanyCompany and, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.15. . (b) Except as set forth on Schedule 3.15contemplated hereby, no consents or(i) the Company has not received notice of any 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 a right; and (ii) the Company does not currently contemplate, or have reason to believe any other person currently contemplates, any amendment or change to any Commitment.

Commitments; Defaults. Except as set forth on in Schedule 3.15 or as otherwise disclosed pursuant to this Agreement3.13(a), Target has not entered into, and the Stock, the Company is not a party to nor bound byassets, nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Assets or the assets or and the business of the Company 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 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 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. 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 and the Subsidiary. Except as set forth on Schedule 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, 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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)thereto, nor has the Company Target waived any rights thereunder, except as described on in Schedule 3.153.13(a). Except as set forth on Schedule 3.15, no consents orNeither Target nor any Shareholder has received notice of any default with respect to any Commitment.

Commitments; Defaults. Except as set forth on Schedule 3.15 3.16 or as otherwise disclosed pursuant to this Agreement, neither the Company Acquired Companies nor any of the Subsidiaries is not a party to nor bound by, nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Assets or the assets businesses of the Acquired Companies or the business of the Company 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 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 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 CompanyAcquired 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 21 Purchaser. To the best knowledge of the Acquired Companies and the Subsidiary. Except as set forth on Schedule 3.15 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 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the CompanyAcquired Companies or the Subsidiaries, 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)asserted, nor has the Company Acquired Companies waived any material rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no No consents oror approvals are required under the terms of any Commitment in connection with the transactions contemplated herein.

Commitments; Defaults. Except as set forth on Schedule 3.15 or as otherwise disclosed pursuant to this Agreement, the Company is and the Partnership are not a party to nor to, are not bound by, nor are any 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 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 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 CompanyCompany 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 and the Subsidiary21. Except as set forth on Schedule 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the CompanyCompany 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 CompanyCompany or the Partnership), nor has have the Company or the Partnership waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents oror approvals are required under the terms of any agreement listed on Schedule 3.15 in connection with the transactions contemplated herein; including without limitation the Merger.

Commitments; Defaults. Except as set forth on Schedule 3.15 3.16 or as otherwise disclosed pursuant to this Agreement, neither the Company Acquired Companies nor any of the Subsidiaries is not a party to nor bound by, nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Assets or the assets businesses of the Acquired Companies or the business of the Company 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 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 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 CompanyAcquired 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 21 Purchaser. To the best knowledge of the Acquired Companies and the Subsidiary. Except as set forth on Schedule 3.15 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 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the CompanyAcquired Companies or the Subsidiaries, 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)asserted, nor has the Company Acquired Companies waived any material rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no No consents oror approvals are required under the terms of any Commitment in connection with the transactions contemplated herein.

Commitments; Defaults. Except as set forth on Schedule 3.15 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Non-optometric Assets or the assets or the business of the Company 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 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 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. 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 and the Subsidiary21. Except as set forth on Schedule 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, 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents oror approvals are required under the terms of any agreement listed on Schedule 3.15 in connection with the transactions contemplated herein; including without limitation the Merger.

Commitments; Defaults. Except as set forth on Schedule 3.15 3.12 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Non-optical Assets or the assets or the business of the Company 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 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 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. 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 and the Subsidiary21. Except as set forth on Schedule 3.15 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, 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 3.153.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.153.12. Except as set forth on Schedule 3.153.12, no consents oror 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 3.15 or as otherwise disclosed pursuant Any of the following to this Agreement, the Company which Target is not a party to nor or is bound by, nor are or which any of the shares of Company Common Target Capital Stock are subject to, nor are the Nonmedical Assets or which the assets or the business of the Company 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 Target, the Company 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 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 CompanyTarget. 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 21 and the SubsidiaryBuyer. Except as set forth on Schedule 3.15 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 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the CompanyTarget 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 CompanyTarget), nor has the Company Target waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents or.

Commitments; Defaults. Except as set forth on Schedule 3.15 3.12 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, 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 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 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 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. 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 and the Subsidiary21. Except as set forth on Schedule 3.15 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, 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 3.153.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.153.12. Except as set forth on Schedule 3.153.12, no consents oror 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 3.15 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, 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 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 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 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. 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 and the Subsidiary. Except as set forth on Schedule 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, 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents oror approvals are required under the terms of any agreement listed on Schedule 3.15 in connection with the transactions contemplated herein; including without limitation the Merger.

Commitments; Defaults. Except as set forth on Schedule 3.15 3.12 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, 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 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 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 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. 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 and the Subsidiary21. Except as set forth on Schedule 3.15 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, 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents oromissions

Commitments; Defaults. Except as set forth on Schedule 3.15 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, 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 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 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 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. 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 and the Subsidiary21. Except as set forth on Schedule 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, 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents oror approvals are required under the terms of any agreement listed on Schedule 3.15 in connection with the transactions contemplated herein; including without limitation the Merger.

Commitments; Defaults. Except as set forth on Schedule 3.15 3.12 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, 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 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 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 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. 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 and the Subsidiary21. Except as set forth on Schedule 3.15 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, 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 3.153.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.153.12. Except as set forth on Schedule 3.153.12, no consents oror 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 3.15 or as otherwise disclosed pursuant Any of the following to this Agreement, the Company which Target is not a party to nor or is bound by, nor are or to which any of the shares of Company Common Stock subject toTarget Shares are subject, nor are the Nonmedical Assets or by which the assets or the business of the Company bound byTarget are bound, whether or not in writing, any are listed in Section 3.17(a) of the following Target Disclosure Schedules (collectively, collectively "Target Commitments"): (i) partnership any partnership, joint venture, shareholders' or joint venture similar 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 Indebtedness or money lent or to be lent to another; (iv) contract any Contract to purchase real property; (v) agreement any Contract 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 12)-month period in excess of $2,000 5,000 and which is not terminable on thirty (30) days' notice or without penalty; (vi) agreement any Contract 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 Target or the PhysicianShareholders; (vii) agreement any Contract 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) contracts any Contracts containing non-competition covenants; (x) agreement any Contract providing for the purchase from a supplier of all or substantially all of the requirements of the Company Target of a particular product or servicesservice; (xi) agreements regarding clinical researchall Contracts that (A) limit or contain restrictions on the ability of Target to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any assets or to change the lines of business in which it participates or engages, (B) require Target to maintain specified financial ratios or levels of net worth or other indicia of financial condition or (C) require Target to maintain insurance in certain amounts or with certain coverages; (xii) agreements all Contracts with Payors and contracts customers or that commit Target to provide medical or health care servicesservices involving total payments within any twelve (12)-month period in excess of $5,000; or (xiii) 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. 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 and the Subsidiary. Except as set forth on Schedule 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, 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 3.15. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.15. Except as set forth on Schedule 3.15, no consents orTarget.

Commitments; Defaults. Except as set forth on in Schedule 3.15 or as otherwise disclosed pursuant to this Agreement5.16, the Company is has not a party to nor bound byentered into, nor are any of is the shares of Company Common Stock subject toCapital Stock, nor are the Nonmedical Assets or the assets or the business of the Company bound by, whether or not in writing, any of the following any (collectively, "Commitments"): i) partnership or joint venture agreement; (ii) deed of trust or other security agreement; (iii) guaranty or suretyship, indemnification or contribution agreement or performance bond; iii(iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer; (v) labor or collective bargaining agreement; (vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another; iv(vii) deed or other document evidencing an interest in or contract to purchase or sell real property; v(viii) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee; (ix) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement between the Company and any affiliate of 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 penaltyCompany; vi(x) 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 or the PhysicianCompany; vii(xi) any agreement for the acquisition of services, supplies, equipment, inventory, fixtures equipment or other personal property and involving more than $2,000 50,000 in the aggregate; viii(xii) powers any other contract or arrangement that involves either an unperformed commitment in excess of attorney$50,000 or that terminates more than 30 days after the date hereof; ix) contracts containing non-competition covenants; x(xiii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company 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(xiv) any other agreement or commitment not made in the ordinary course of business or that is material Material to the business, operations, business or financial condition (financial or otherwise) or results of operations of the Company. All of the foregoing are hereinafter collectively referred to as the "Commitments." 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 and the SubsidiaryPurchasers. Except as set forth on Schedule 3.15 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, 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 in Schedule 3.155.16. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, parties thereto in accordance with their respective terms and to the best knowledge of the Company, are will continue in full force and effect and be valid and enforceable obligations of the other parties thereto, Company after an Event of Default that results in accordance with their respective termsthe foreclosure of the common stock of the Company owned by Probex or the sale of all or substantially all of the assets of the Company, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the CompanyCompany and Probex, may be made by any party thereto (other than the Company)thereto, nor has the Company waived any rights thereunder, except as described on in Schedule 3.155.16. The Company has not received notice of any default with respect to any Commitment. Except as set forth on in Schedule 3.155.16, no consents ornone of the Commitments contains any change of control, assignment or other provision that would be triggered upon an Event of Default

Commitments; Defaults. Except as set forth on Schedule 3.15 3.12 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, 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 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 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 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. 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 and the Subsidiary21. Except as set forth on Schedule 3.15 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, 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 3.153.12. The Commitments are in full force and effect and are valid and enforceable obligations of the Company, 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), nor has the Company waived any rights thereunder, except as described on Schedule 3.153.12. Except as set forth on Schedule 3.153.12, no consents oror 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.