Common use of Deliveries of Vision 21 Clause in Contracts

Deliveries of Vision 21. At or prior to December 15, 1996, Vision 21 shall deliver to the Company and the Shareholder, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company and the Shareholder and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by Vision b. a certificate of an officer of Vision 21 dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 contained herein, on and as of the Closing Date; c. a certificate of an officer of Vision 21 dated the Closing Date, (i) as to the performance and compliance of Vision 21 with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Vision 21 to the Closing have been satisfied; d. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; e. certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretary of State of each state in which Vision 21 is qualified to do business, to the effect that Vision 21 is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; f. an opinion of Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, dated as of the Closing Date, pursuant to Section 11.3; g. the executed Registration Rights Agreement; h. the executed Lease Assignments; i. the Note in the original principal amount set forth in this Agreement; and j. such other instrument or instruments of transfer, prepared by the Company or the Shareholder as shall be necessary or appropriate, as the Company, the Shareholder or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.

Deliveries of Vision 21. At or prior to December 15September 30, 19961997, Vision 21 and the Subsidiary shall deliver to the Company and the Shareholder, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 2121 and the Subsidiary, the following, all of which shall be in a form reasonably satisfactory to the Company and the Shareholder and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy copies of the resolutions of the Board Boards of Directors of Vision 21 and the Subsidiary authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by VisionVision 21's Secretary and the Subsidiary's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a certificate certificates of an officer of Vision 21 and an officer of the Subsidiary dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 and the Subsidiary contained herein, on and as of the Closing Date; c. a certificate certificates of an officer of Vision 21 and an officer of the Subsidiary dated the Closing Date, (i) as to the performance and compliance of Vision 21 and the Subsidiary with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Vision 21 and the Subsidiary to the Closing have been satisfied; d. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is and the Subsidiary are in existence, has have paid all franchise or similar taxes, if any, and, if applicable, otherwise is are in good standing to transact business in such state; e. certificates (or photocopies thereofthe executed Contingent Consideration Escrow Agreement described in Section 12.1(f), dated within ten (10) days prior to the Closing Date, of the Secretary of State of each state in which Vision 21 is qualified to do business, to the effect that Vision 21 is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; f. an opinion of Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, dated as of the Closing Date, pursuant to Section 11.3; g. the executed Registration Rights Agreement; h. the executed Lease Assignments; i. g. the Note in the original principal amount set forth in this AgreementPurchase Price; and j. h. such other instrument or instruments of transfer, prepared by the Company or the Shareholder as shall be necessary or appropriate, as the Company, the Shareholder or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.

Deliveries of Vision 21. At or prior to December 15______, 19961997, Vision 21 shall deliver to the Company and the ShareholderOptometrist, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company and the Shareholder Optometrist and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by Vision b. a certificate of an officer of Vision 21 dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 contained herein, on and as of the Closing Date; c. a certificate of an officer of Vision 21 dated the Closing Date, (i) as to the performance and compliance of Vision 21 with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Vision 21 to the Closing have been satisfied; d. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; e. certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretary of State of each state in which Vision 21 is qualified to do business, to the effect that Vision 21 is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; f. an opinion of Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, dated as of the Closing Date, pursuant to Section 11.3; g. the executed Registration Rights Agreement; h. the executed Lease Assignments; i. the Note in the original principal amount set forth in this Agreement; j. the Agreement to Continue Practice After Transfer Event and Stock Pledge; and j. k. such other instrument or instruments of transfer, prepared by the Company or the Shareholder Optometrist as shall be necessary or appropriate, as the Company, the Shareholder Optometrist or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.

Deliveries of Vision 21. At or prior to December 15September 30, 19961997, Vision 21 shall deliver to the Company and the ShareholderPhysician, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company and the Shareholder Physician and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the Transaction, certified by VisionVision 21's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a certificate of an officer of Vision 21 dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 contained herein, on and as of the Closing Date; c. a certificate of an officer of Vision 21 dated the Closing Date, (i) as to the performance and compliance of Vision 21 with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Vision 21 to the Closing have been satisfied; d. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; e. certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretary of State of each state in which Vision 21 is qualified to do business, to the effect that Vision 21 is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states[RESERVED]; f. an opinion of Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, dated as of the Closing Date, pursuant to Section 11.3[RESERVED]; g. the executed Registration Rights Agreement; h. the executed Lease Assignments; i. h. the Note in the original principal amount set forth in this AgreementPurchase Price; and j. i. such other instrument or instruments of transfer, prepared by the Company or the Shareholder Physician as shall be necessary or appropriate, as the Company, the Shareholder Physician or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.

Deliveries of Vision 21. At or prior to December 15September __, 19961997, Vision 21 shall deliver to the Company and the ShareholderPhysician, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, the following, all of which shall be in a form reasonably satisfactory to the Company and the Shareholder Physician and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of the resolutions of the Board of Directors of Vision 21 authorizing (i) the execution, delivery and performance of this Agreement, and all related documents and agreements, and (ii) the consummation of the TransactionMerger, certified by VisionVision 21's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a certificate of an officer of Vision 21 dated the Closing Date as to the truth and correctness of the representations and warranties of Vision 21 contained herein, on and as of the Closing Date; c. a certificate of an officer of Vision 21 dated the Closing Date, (i) as to the performance and compliance of Vision 21 with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of Vision 21 to the Closing have been satisfied; d. a certificatecertificates, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Florida establishing that Vision 21 is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in such state; e. certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretary of State of each state in which Vision 21 is qualified to do business, to the effect that Vision 21 is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; f. an opinion of Shumxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21, dated as of the Closing Date, pursuant to Section 11.312.3; g. the executed Registration Rights Agreement; h. the executed Lease Assignments; h. the Merger Consideration; i. the Note in the original principal amount set forth in this Agreement; and j. such other instrument or instruments of transfer, prepared by the Company or the Shareholder Physician as shall be necessary or appropriate, as the Company, the Shareholder Physician or their counsel shall reasonable request, to carry out and effect the purpose and intent of this Agreement.