Common use of Deliveries by the Sellers and the Company Clause in Contracts

Deliveries by the Sellers and the Company. At the Closing, in ----------------------------------------- addition to any other documents or agreements required under this Agreement, each Seller shall deliver to Parent and Purchaser the following: (a) Receipts for the Cash Payment and the Merger Consideration delivered to the Sellers at the Closing; (b) A written statement from each Person holding a Lien to secure Indebtedness upon any of the assets of the Company and its Subsidiaries or upon any Membership Interests, and each creditor with respect to any Indebtedness, confirming the repayment of the Indebtedness and the release as of the Closing Date of: (i) any such Lien; and (ii) all obligations under any and all Contracts relating thereto; (c) A certificate dated the Closing Date of the Sellers certifying as to the matters set forth in Section 8.1 and Section 8.2, and attached to such certificate shall be a written statement of all matters that shall have been disclosed pursuant to Section 6.5; (d) A certificate of the members of the Company certifying resolutions of the Company approving and authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company); (e) A certified copy of the Membership Interest Register of the Company (or similar records of the Company reflecting the current members of the Company, and the Membership Interests of such Persons) as of the Closing Date, reflecting that the Corporations are the registered owners of all of the issued and outstanding Membership Interests, certified by the secretary of the Company or equivalent Person; (f) The Articles of Organization, certificate of formation, or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date), and Operating Agreement or similar instruments of the Company, certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date); (g) The certificate of incorporation, certificate of formation, or similar instruments of each Corporation certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);

Deliveries by the Sellers and the Company. At the Closing, in ----------------------------------------- addition to any other documents or agreements required under this Agreement, each Seller the Sellers and the Company shall deliver or cause to Parent and Purchaser be delivered the followingfollowing to Buyer: (ai) Receipts certificates representing all of the Percentage Interests designated for the Cash Payment sale to Buyer as set forth opposite each such Seller’s name on Exhibit A attached hereto, duly endorsed for transfer or accompanied by duly executed interest powers, free and the Merger Consideration delivered to the Sellers at the Closingclear of all Encumbrances; (bii) A written statement certificates representing all of the outstanding shares of capital stock of the Subsidiaries, duly endorsed or accompanied by a duly executed stock power for the benefit and in the name of the Company, free and clear of all Encumbrances; (iii) the certificate of an authorized officer of the Company required by Section 8.1(c); (iv) resignations or removals from each Person holding a Lien to secure Indebtedness upon any non-officer director of the Company in a form reasonably acceptable to Buyer; (v) such documents as are required pursuant to Article VIII hereof; (vi) pay-off letters from the lenders of the Sellers (with respect to indebtedness secured by the Membership Interest) and the Company and its Subsidiaries (with respect to Indebtedness, excluding capitalized leases and the VHP Note) in a form reasonably acceptable to Buyer and, with respect to secured lenders, providing for, upon payment of all outstanding amounts owed, the termination of all security interests with respect to the Membership Interest or the assets of the Company or its Subsidiaries; (vii) fully executed UCC termination statements or other instruments or documents evidencing the releases of the Encumbrances in respect of the Indebtedness of the Company and its Subsidiaries or upon any Membership Interests, and each creditor with respect to any Indebtedness, confirming the repayment of the Indebtedness (excluding capitalized leases and the release VHP Note), including Encumbrances arising under the Credit Agreement, dated as of the Closing Date of: (i) any such Lien; December 15, 2006, between Florida Health Plan Administrators, LLC and (ii) all obligations under any and all Contracts relating theretoWachovia Bank, National Association; (cviii) A certificate dated the Closing Date of Escrow Agreement duly executed by the Sellers certifying as to the matters set forth in Section 8.1 and Section 8.2, and attached to such certificate shall be a written statement of all matters that shall have been disclosed pursuant to Section 6.5Sellers; (dix) A certificate the consents required under the Contracts set forth on Section 3.4(b)(ix) of the members of Disclosure Letter (the Company certifying resolutions of the Company approving and authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company“Material Consents”);; and (ex) A certified copy an opinion of the Membership Interest Register of the Company (or similar records of the Company reflecting the current members of Dechert LLP, counsel to the Company, and in substantially the Membership Interests of such Persons) form attached hereto as of the Closing Date, reflecting that the Corporations are the registered owners of all of the issued and outstanding Membership Interests, certified by the secretary of the Company or equivalent Person; (f) The Articles of Organization, certificate of formation, or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date), and Operating Agreement or similar instruments of the Company, certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date); (g) The certificate of incorporation, certificate of formation, or similar instruments of each Corporation certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);Exhibit C.

Deliveries by the Sellers and the Company. At (a) In the Closingevent ----------------------------------------- that each of the conditions to the Sellers' obligations to close hereunder are met as of the Pre-Closing Date, each Seller hereby authorizes Xxxxx, Xxxxx & Xxxxx to cause to be delivered into the Pre-Closing Escrow the following documents in ----------------------------------------- addition respect of such Seller that are being delivered as of the date hereof to Xxxxx, Xxxxx & Xxxxx (the "Escrowed Seller Documents"): the certificate or certificates representing the Company Securities set forth beside the name of such Seller on Annex A hereto, duly executed in blank or accompanied by duly executed instruments of transfer, and any other documents (including without limitation written releases from First Na- tional Bank of Boston) that are necessary to transfer to Buyer good, valid and marketable title to such Company Securities, free and clear of any lien, charge, security interest, pledge, mortgage, encumbrance, claim, option, limitation or agreements required under this Agreementrestriction of any kind (collectively, each Seller shall deliver to Parent and Purchaser the following: (a) Receipts for the Cash Payment and the Merger Consideration delivered to the Sellers at the Closing;"Liens"), with all necessary transfer tax stamps affixed or accompanied by evidence that all securities transfer taxes have been paid. (b) A written statement from At the Pre-Closing, the Company will deliver or cause to be delivered into the Pre-Closing Escrow the following (the "Escrowed Company Documents"): (i) the stock book, stock ledger, minute book and corporate seal of each Person holding a Lien to secure Indebtedness upon any of the assets of the Company and its Subsidiaries or upon any Membership Interests, and each creditor with respect to any Indebtedness, confirming the repayment of the Indebtedness and the release Subsidiary; (ii) resignations effective as of the Closing Date of: from all directors and officers of the Company and the Subsidiary; (iiii) any such Liendocuments as are reasonably requested by Buyer to implement the Financing and the Senior Note Tender Offer (as hereinafter defined); (iv) executed Settlement Agreement and Releases in the form of Annex B hereto from franchisees of the Subsidiary and related investors sufficient to satisfy the Franchisee Condition (as hereinafter defined); and (v) such other documents, instruments and (ii) all obligations under any and all Contracts relating thereto;writings as are required to be delivered by the Company at or prior to the Closing Date pursuant to Section 6.2 or otherwise required in connection herewith. (c) A certificate dated The Company and each Seller hereby authorizes Xxxxx, Xxxxx & Xxxxx to cause to be delivered at the Closing Date of the Sellers certifying as to the matters set forth in Section 8.1 and Section 8.2, and attached to such certificate shall be a written statement of all matters that shall have been disclosed pursuant to Section 6.5; (d) A certificate of the members of the Company certifying resolutions of the Company approving and authorizing the execution, delivery and performance of this Agreement Escrowed Seller Documents and the Related Agreements to which it is a party Escrowed Company Documents in return for the Escrowed Buyer Documents (as hereinafter defined) and the consummation of the transactions wire transfers contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Companyby Section 2.3(b); (e) A certified copy of the Membership Interest Register of the Company (or similar records of the Company reflecting the current members of the Company, and the Membership Interests of such Persons) as of the Closing Date, reflecting that the Corporations are the registered owners of all of the issued and outstanding Membership Interests, certified by the secretary of the Company or equivalent Person; (f) The Articles of Organization, certificate of formation, or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date), and Operating Agreement or similar instruments of the Company, certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date); (g) The certificate of incorporation, certificate of formation, or similar instruments of each Corporation certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);.

Deliveries by the Sellers and the Company. At (a) In the Closingevent ----------------------------------------- that each of the conditions to the Sellers' obligations to close hereunder are met as of the Pre-Closing Date, each Seller hereby authorizes Xxxxx, Xxxxx & Xxxxx to cause to be delivered into the Pre-Closing Escrow the following documents in ----------------------------------------- addition respect of such Seller that are being delivered as of the date hereof to Xxxxx, Xxxxx & Xxxxx (the "Escrowed Seller Documents"): the certificate or certificates representing the Company Securities set forth beside the name of such Seller on Annex A hereto, duly executed in blank or accompanied by duly executed instruments of transfer, and any other documents (including without limitation written releases from First National Bank of Boston) that are necessary to transfer to Buyer good, valid and market- able title to such Company Securities, free and clear of any lien, charge, security interest, pledge, mortgage, encumbrance, claim, option, limitation or agreements required under this Agreementrestriction of any kind (collectively, each Seller shall deliver to Parent and Purchaser the following: (a) Receipts for the Cash Payment and the Merger Consideration delivered to the Sellers at the Closing;"Liens"), with all necessary transfer tax stamps affixed or accompanied by evidence that all securities transfer taxes have been paid. (b) A written statement from At the Pre-Closing, the Company will deliver or cause to be delivered into the Pre-Closing Escrow the following (the "Escrowed Company Documents"): (i) the stock book, stock ledger, minute book and corporate seal of each Person holding a Lien to secure Indebtedness upon any of the assets of the Company and its Subsidiaries or upon any Membership Interests, and each creditor with respect to any Indebtedness, confirming the repayment of the Indebtedness and the release as of the Closing Date of: (i) any such Lien; and (ii) all obligations under any and all Contracts relating theretoSubsidiary; (c) A certificate dated the Closing Date of the Sellers certifying as to the matters set forth in Section 8.1 and Section 8.2, and attached to such certificate shall be a written statement of all matters that shall have been disclosed pursuant to Section 6.5; (d) A certificate of the members of the Company certifying resolutions of the Company approving and authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company); (e) A certified copy of the Membership Interest Register of the Company (or similar records of the Company reflecting the current members of the Company, and the Membership Interests of such Persons) as of the Closing Date, reflecting that the Corporations are the registered owners of all of the issued and outstanding Membership Interests, certified by the secretary of the Company or equivalent Person; (f) The Articles of Organization, certificate of formation, or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date), and Operating Agreement or similar instruments of the Company, certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date); (g) The certificate of incorporation, certificate of formation, or similar instruments of each Corporation certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);