INSIGHT HEALTH SERVICES CORP Sample Clauses

INSIGHT HEALTH SERVICES CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer XXXXXX-XXXXX IMAGING, L.L.C. By: InSight Health Corp., as the sole member and sole manager By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer MRI ASSOCIATES, L.P. By: InSight Health Corp., as the general partner By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer VALENCIA MRI, LLC ORANGE COUNTY REGIONAL PET CENTER- IRVINE, LLC SAN XXXXXXXX VALLEY REGIONAL PET CENTER, LLC By: InSight Health Corp., as the sole member By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer [Signatures continued on following page] PARKWAY IMAGING CENTER, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Manager INSIGHT HEALTH CORP. OPEN MRI, INC. MAXUM HEALTH CORP. RADIOSURGERY CENTERS, INC. DIAGNOSTIC SOLUTIONS CORP. MAXUM HEALTH SERVICES CORP. MAXUM HEALTH SERVICES OF NORTH TEXAS, INC. MAXUM HEALTH SERVICES OF DALLAS, INC. NDDC, INC. SIGNAL MEDICAL SERVICES, INC. INSIGHT IMAGING SERVICES CORP. COMPREHENSIVE MEDICAL IMAGING, INC. COMPREHENSIVE MEDICAL IMAGING CENTERS, INC. COMPREHENSIVE MEDICAL IMAGING- BILTMORE, INC. COMPREHENSIVE OPEN MRI-EAST MESA, INC. TME ARIZONA, INC. COMPREHENSIVE MEDICAL IMAGING- FREMONT, INC. COMPREHENSIVE MEDICAL IMAGING- SAN FRANCISCO, INC. COMPREHENSIVE OPEN MRI- GARLAND, INC. IMI OF ARLINGTON, INC. COMPREHENSIVE MEDICAL IMAGING- FAIRFAX, INC. IMI OF KANSAS CITY, INC. COMPREHENSIVE MEDICAL IMAGING- BAKERSFIELD, INC. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer COMPREHENSIVE OPEN MRI- XXXXXXXXXX/XXXXXX, LLC SYNCOR DIAGNOSTICS SACRAMENTO, LLC SYNCOR DIAGNOSTICS BAKERSFIELD, LLC By: Comprehensive Medical Imaging, Inc. and Comprehensive Medical Imaging Centers, Inc., as the members By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer PHOENIX REGIONAL PET CENTER- THUNDERBIRD, LLC By: Comprehensive Medical Imaging Centers, Inc., as the sole member By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer MESA MRI MOUNTAIN VIEW MRI LOS GATOS IMAGING CENTER WOODBRIDGE MRI JEFFERSON MRI-XXXX XXXXXXXXX MRI By: Comprehensive Medical Imaging, Inc. and Comprehensive Medical Imaging Centers, Inc., as the members By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx, Executive Vice President and Chief Financial Officer

INSIGHT HEALTH SERVICES CORP. By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------

INSIGHT HEALTH SERVICES CORP. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [NEW LOAN PARTY NAME] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT A COUNTERPART TO SECURITY AGREEMENT The undersigned hereby executes this counterpart to the Security Agreement dated as of September 22, 2005 by the Loan Parties party thereto from time to time in favor of U.S. Bank National Association, as Collateral Agent, and, as of the date hereof, assumes all of the rights and obligations of a "LOAN PARTY" thereunder. Date: [NEW LOAN PARTY NAME] ---------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT B COUNTERPART TO PLEDGE AGREEMENT The undersigned hereby executes this counterpart to the Amended and Restated Pledge Agreement dated as of September 22, 2005 by Loan Parties party thereto from time to time in favor of U.S. Bank National Association, as Collateral Agent, and, as of the date hereof, assumes all of the rights and obligations of a "LOAN PARTY" thereunder. Date: [NEW LOAN PARTY NAME] ---------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT C PERFECTION CERTIFICATE

INSIGHT HEALTH SERVICES CORP. By: ------------------------------------ President By: ------------------------------------ Secretary [FORM OF WARRANT CERTIFICATE] [REVERSE] The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants expiring on the Expiration Date, entitling the holder on exercise to receive shares of Common Stock, $.001 par value, of the Company (the "Common Stock"), and are issued or to be issued pursuant to the Warrant Agreement, duly executed and delivered by the Company, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants (the "Warrant Holders"). A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Warrants may be exercised at any time on or before the Expiration Date. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth herein properly completed and executed, together with payment of the Exercise Price in cash at the office of the Company designated for such purpose. In the alternative, each Warrant Holder may exercise its right, during the Exercise Period, as defined in the Warrant Agreement, to receive Warrant Shares on a net basis, such that, without the exchange of any funds, the Warrant Holder receives that number of Warrant Shares otherwise issuable (or payable) upon exercise of its Warrants less that number of Warrant Shares having an aggregate fair market value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Warrant Holder of the Warrant Shares. For purposes of the foregoing sentence, "fair market value" of the Warrant Shares will be determined in the manner set forth in the Warrant Agreement. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised. Except as provided in Section 10 of the Warrant Agreement, no adjustment shall be made for an...

INSIGHT HEALTH SERVICES CORP. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: President and CEO EXECUTIVE: /s/ Xxxxxxx X’Xxxxxx Name: Xxxxxxx X’Xxxxxx 000 Xxxxxx Xxxx Xx. Xxxxxxxx, Xxx Xxxx 00000 EXHIBIT A

INSIGHT HEALTH SERVICES CORP. By: ------------------------------------ Title: --------------------------------- EXHIBIT E COMPLIANCE CERTIFICATE [Letterhead of Borrower] __________________, 20__ Bank of America, N.A., as Administrative Agent 300 Galleria Parkway, N.W. Suite 800 Atlanta, Georgia 30339 The xxxxxxxxxxx, xxx xxxxx xxxxxxxxx xxxxxxx xx XXXXXXX XXXXXX SERVICES CORP., a Delaware corporation (hereinafter referred to as "Borrower Agent"), and those subsidiaries of Borrower Agent listed on the signature pages thereto (Borrower Agent and each of its subsidiaries listed on the signature pages thereto, being referred to collectively herein as "Borrowers," and individually as a "Borrower"), gives this certificate to BANK OF AMERICA, N.A. ("Administrative Agent") in accordance with the requirements of SECTION 10.1.3 of that certain Amended and Restated Loan and Security Agreement dated September 22, 2005, among Borrowers, Administrative Agent and the Lenders referenced therein ("Loan Agreement"). Capitalized terms used in this Certificate, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.

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Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.
Asset Management Services (i) Real Estate and Related Services:
Health Care The Company will reimburse the Executive for the cost of maintaining continuing health coverage under COBRA for a period of no more than 12 months following the date of termination, less the amount the Executive is expected to pay as a regular employee premium for such coverage. Such reimbursements will cease if the Executive becomes eligible for similar coverage under another benefit plan.
Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.
Financial Services Provides treasury, accounting, tax, financial planning, rate and auditing services services. Costs of a general nature are allocated using the Three-Factor Formula.
Relationship Management 1. Provide client service support to the Fund, including access to day-to-day points of contact and to points of escalation as necessary.
SPECIAL SERVICES Should the Trust have occasion to request the Adviser to perform services not herein contemplated or to request the Adviser to arrange for the services of others, the Adviser will act for the Trust on behalf of the Fund upon request to the best of its ability, with compensation for the Adviser's services to be agreed upon with respect to each such occasion as it arises.
OVERSIGHT SERVICES Oversight services for the Fund provided by Price Associates shall include all oversight of BNY Mellon, Delegates and service providers that provide accounting, administrative, and tax support services and not specifically provided for under each Fund’s Investment Management Agreement. Exhibit B2 For Funds listed on Exhibit A2 (ETFs) Price Associates provides all accounting, administrative, tax and oversight services to the Funds listed on Exhibit A2, including the below. ACCOUNTING SERVICES Accounting Services provided by Price Associates shall include, among other things: · oversight of quality control, including processing results related to fund accounting services provided by Delegates or other third party service providers relating to pricing. Such oversight includes, but is not limited to, review of (a) NAV calculations and fund valuations, (b) securities pricing and resolution of pricing exceptions, and (c) calculation and preparation of any financial information or schedules; · end-of-day INAV oversight for ETFs that provide INAV · determining accounting and valuation policies, instructing Delegates and/or other service providers, and/or providing it with such advice that may be reasonably necessary, to properly account for all financial transactions and to maintain the Fund’s accounting procedures and records so as to ensure compliance with generally accepted accounting principles and tax practices and rules; and · calculating and authorizing expense accruals and payments; annual fund expense budgets; accrual analysis; rollforward calculations; payment of expenses; fees for payment to service providers; · facilitating on behalf of the Fund resolution and remediation of fund accounting issues escalated by Delegates and/or other service providers; · preparing daily NAV calculations, including all necessary component services such as valuation and particularly private company investment valuation, corporate actions processing, trade processing, and performing month-end and fiscal-period-end close processes; · recordkeeping as required; and · such other accounting services as agreed to by the parties not otherwise performed by Price Associates under the Investment Management Agreement. ADMINISTRATIVE SERVICES Administrative Services provided by Price Associates shall include, among other things: · ensuring maintenance for the Fund of all records that may be reasonably required in connection with the audit performed by the Fund’s independent registered public accountants, or by the Securities and Exchange Commission (“SEC”), the Internal Revenue Service (“IRS”) or such other Federal or state regulatory agencies; · cooperating with the Fund’s independent registered public accountants and taking all reasonable action in the performance of its obligations under the Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion without any qualification as to the scope of their examination including, but not limited to, their opinion included in the Fund’s annual report on Form N-CSR and annual amendment to Form N-1A; · implementing and maintaining the systems, data storage and reporting necessary to perform services outlined herein; · all efforts concerning financial reporting services, including shareholder reports and financial information in regulatory filings; N-PORT and N-CEN; and other financial reporting services as necessary; · determining financial reporting policies, maintaining adequate controls over financial reporting to provide complete and accurate financial information and disclosures that are certified by officers of the Funds. Providing sub-certifications, as requested by officers of the Funds, for the adequacy of such controls and the completeness and accuracy of information included in Form N-CSR or any other form that may require certification; · periodic testing of Internal Revenue Code qualification requirements; · prepare and furnish fund performance information; · prepare and disseminate vendor survey information; · prepare and file Rule 24f-2 notices and payment; and · such other administrative services as agreed to by the parties, not otherwise performed by Price Associates under the Investment Management Agreement.
Investment Management Services (a) The Manager shall manage the Fund’s assets subject to and in accordance with the investment objectives and policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Manager shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment securities shall be exercised. The Manager shall render or cause to be rendered regular reports to the Trust, at regular meetings of its Board of Trustees and at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the decisions made with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, (ii) the reasons for such decisions and (iii) the extent to which those decisions have been implemented.
Transportation Management Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

INSIGHT HEALTH SERVICES CORP Sample Clauses

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