Common use of OBLIGATIONS OF THE PARTIES AT THE CLOSING Clause in Contracts

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price as specified in Section 2.1, plus the Estimated Payment; (ii) a copy of resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby; and (iii) a duly executed copy of the Company Release. (b) At the Closing, Seller will deliver to Purchaser: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iii) a duly executed copy of the Seller Release; (iv) written resignations, effective as of the Closing Date, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the Companies; and (vi) such other certificates, documents and instruments as Purchaser may reasonably request in connection with the consummation of the transactions contemplated hereby.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 11.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Westlake and Seller will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of Westlake, executed by all of its partners, authorizing the Board distribution to its partners of Directors an aggregate undivided 57% interest in the Purchased Assets, including the distribution of the Purchased Assets to Seller, certified by Seller's Secretary, authorizing and the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by SellerWestlake, and the consummation of the transactions contemplated hereby; (iiiii) a duly executed copy such deeds, bills of the Seller Release; (iv) written resignationssale, effective as endorsements, assignments and other good and sufficient instruments of the Closing Dateconveyance and transfer, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to PurchaserAmSurg, oras shall be effective to vest in Seller an undivided 10% interest in Westlake's title to and interest in the Purchased Assets, all of Westlake's books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with respect such delivery, will take such steps as may be necessary to certain mattersput AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of Westlake certifying as to the accuracy of Westlake's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, opinions agreements, terms, provisions and conditions to be performed or complied with by Westlake at or before the Closing; (iv) such deeds, bills of local counsel sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Purchaser or AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's interest in books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the general counsel Purchased Assets; (v) a certificate of Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be -------------------------------------------------------------------------------- Asset Purchase Agreement/Page 2 3 performed or complied with by Seller at or before the CompaniesClosing; (vi) the opinion of England, Whitfield, Schrxxxxx & Xreaxxxx, XXP, legal counsel to Westlake and Seller, in substantially the form of Exhibit 10.6; (vii) an assignment for the benefit of the Partnership of that certain lease for real property located at 2900 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 xx form and substance satisfactory to AmSurg; and (viviii) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AHI shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1Article 2, plus which includes the Estimated PaymentInitial Purchase Price; (ii) a copy of resolutions of the Board of Directors of PurchaserAHI, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAHI, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AHI certifying as to the accuracy of the Company Releaserepresentations and warranties of AHI at and as of the Closing and that AHI has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AHI at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AHI, the terms of which are substantially as set forth in Schedule 11.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and Doctors will deliver to PurchaserAHI: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iiiii) a duly executed copy such deeds, bills of the Seller Release; (iv) written resignationssale, effective as endorsements, assignments and other good and sufficient instruments of the Closing Dateconveyance and transfer, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to PurchaserAHI, oras shall be effective to vest in AHI all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets except corporate records and any other documents and records which Seller is required by law to retain in its possession, and simultaneously with respect such delivery, will take such steps as may be necessary to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or put AHI in actual possession and operating control of the general counsel Purchased Assets; (iii) a certificate of the Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the Companiescovenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) the opinion of Pullxx & Xullxx, X.A., legal counsel to Seller and Doctors, in substantially the form of Schedule 10.6; and (viv) such other certificates, certificates and documents and instruments as Purchaser AHI or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and the Doctors will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of the Board of Directors Members of Seller, certified by Seller's Secretaryits General Manger, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (ii) such bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except company records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a duly executed copy certificate of the Seller Releasecertifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) written resignations, effective a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing Date, from any directors, officers and that they have performed or managing members complied with all of the Companies covenants, agreements, terms, provisions and the Subsidiaries requested conditions to be performed or complied with by Purchaser to resign as each of them at or before the Closing; (v) an the opinion of BassMcGuire, Xxxxx Woods, Battle & Xxxx PLC Bootxx XXX, legal counsel to Seller and the Doctors, in substantially the form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the CompaniesExhibit 9.6; and (vi) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser Buyer shall deliver to Sellers (or such Seller:’s agent as designated in writing by the respective Seller): (i) the Purchase Price cash consideration as specified in Section 2.1, plus the Estimated Payment3.1fb)(i); (ii) (A) the Promissory Note, and (B) the Xxxxxxxxx Note; (iii) a stock certificate registered in Xxxxxx’x name and representing an aggregate of 662,452 of the Shares; (iv) a copy of resolutions of the Board of Directors of PurchaserBuyer, certified by Purchaser's Buyer’s Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserBuyer, and the consummation of the transactions contemplated hereby; (v) a copy of resolutions of the shareholders of Buyer approving an increase in the number of the Company’s authorized shares of common stock; (vi) a certificate in the form of Exhibit C hereto of Buyer certifying as to the accuracy of Buyer’s representations and warranties at and as of the Closing and that Buyer has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Buyer at or before the Closing; (vii) a copy of Buyer’s Amended and Restated Articles of Incorporation, as amended, certified by the Nevada Secretary of State; (viii) certificates of existence and good standing for Buyer, certified by the Secretary of State of Nevada, dated within ten (10) business days of Closing; (ix) a License Agreement between AJG, as licensor, and Buyer, in the form of Exhibit E hereto dated as of the Closing Date and executed by Buyer (the “License Agreement”); (x) an Agreement among Stockholders in the form of Exhibit F hereto dated as of the Closing Date, executed by Buyer, Xxxxxxx Xxxxxxxxxx and Xxxxxx Xxxx (the “Agreement among Stockholders”); (xi) an Employment Agreement in the form of Exhibit G hereto dated as of the Closing Date executed by Buyer, with each of Xxxxxx and Xxxxxxxxx (the “Employment Agreements”); (xii) an Assignment and Assumption Agreement in the form of Exhibit H hereto dated as of the Closing Date (the “Assignment and Assumption Agreement”); (xiii) copies of stock certificates representing an aggregate of 226,416 Restricted Shares (with the original stock certificates to be retained by Buyer); and (iiixiv) a duly executed copy of such other certificates and documents as the Company ReleaseSellers or their counsel may reasonably request. (b) At the Closing, Seller the Sellers will deliver to PurchaserBuyer: (i) stock certificates for the Sharessuch bills of sale, which certificates assignments, and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Buyer, as shall be duly endorsed effective to Purchaser or accompanied by duly executed stock powersvest in Buyer all of the title to and interest of the Asset Sellers in the Assets, and, simultaneously with such delivery, will take such steps as may be reasonably necessary to put Buyer in actual possession and operating control of the Assets; (ii) a certificate of each of the Sellers in the form of Exhibit D hereto certifying as to the accuracy of each Seller’s representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by each of them at or before the Closing; (iii) a copy of resolutions of the Board of Directors and Shareholders of SellerAJG, and the members of MAS, respectively, certified by the Secretary of each Asset Seller's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by such Asset Seller, and the consummation of the transactions contemplated hereby; (iiiiv) a duly executed copy an opinion of legal counsel for the Seller ReleaseSellers, the terms of which are substantially as set forth in Exhibit I hereto; (ivv) written resignationsa certificate of good standing for AJG, effective as of the Closing Date, from any directors, officers or managing members MAS and each of the Companies and issued by the Subsidiaries requested by Purchaser to resign as Secretary of State of each jurisdiction of incorporation or organization, dated within ten (10) business days of the Closing; (vvi) an opinion the License Agreement executed by AJG; (vii) the Agreement among Stockholders, executed by Xxxxxx; (viii) the Employment Agreements, executed by each of BassXxxxxx and Xxxxxxxxx; (ix) the Assignment and Assumption Agreement; (x) a subordination agreement or intercreditor agreement among Buyer, Xxxxx & Xxxx PLC in form Fargo Bank, National Association (“Xxxxx Fargo”) and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or each holder of the general counsel Promissory Note, and the Xxxxxxxxx Note, dated as of the Seller Closing Date and substantially in the form of Exhibit J hereto (the “Subordination Agreement”), executed by each holder of the Promissory Note and the Xxxxxxxxx Note; (xi) certificates, if any, representing the Membership Interests of B&B, duly endorsed by each of Xxxxxx and Xxxxxxxxx for transfer to Buyer, or other assignments and instruments of transfer with the power to transfer such Membership Interests, duly executed by each of Xxxxxx and Xxxxxxxxx; (xii) the minute books and corporate records of B&B and each of the Companies; and (vixiii) such other certificates, certificates and documents and instruments as Purchaser Buyer or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 11.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Westlake, Seller and Doctor will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of Westlake, executed by all of its partners, authorizing the Board distribution to its partners of Directors an aggregate undivided 57% interest in the Purchased Assets, including the distribution of the Purchased Assets to Seller, and the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Westlake, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in Seller an undivided 3% interest in Westlake's title to and interest in the Purchased Assets, all of Westlake's books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of Westlake certifying as to the accuracy of Westlake's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Westlake at or before the Closing; (iv) a copy of resolutions of Seller, certified by Seller's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iii) a duly executed copy of the Seller Release; (iv) written resignations, effective as of the Closing Date, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion such deeds, bills of Basssale, Xxxxx & Xxxx PLC endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to PurchaserAmSurg, oras shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's interest in books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with respect such delivery, will take such steps as may be necessary to Asset Purchase Agreement/Page 2 -------------------------------------------------------------------------------- 3 put AmSurg in actual possession and operating control of the Purchased Assets; (vi) a certificate of Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (vii) a certificate of Doctor certifying as to the accuracy of Doctor's representations and warranties at and as of the Closing and that he has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by him at or before the Closing; (viii) the opinion of England, Whitfield, Schrxxxxx & Xreaxxxx, XXP legal counsel to Westlake, Seller and Doctor, in substantially the form of Exhibit 10.7; (ix) an assignment for the benefit of the Partnership of that certain matterslease for real property located at 2900 Xxxxxxxxx Xxxx, opinions of local counsel reasonably Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 xx form and substance satisfactory to Purchaser or of the general counsel of the Seller or the CompaniesAmSurg; and (vix) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.4; (v) an executed Agreement of Limited Partnership of the Partnership and a Contribution Agreement by which AmSurg contributes its undivided 60% interest in the assets of the Center to the Partnership; and (vi) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and the Doctors will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except corporate records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be reasonably necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a duly executed copy certificate of the Seller Releasecertifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) written resignations, effective a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing Date, from any directors, officers and that they have performed or managing members complied with all of the Companies covenants, agreements, terms, provisions and the Subsidiaries requested conditions to be performed or complied with by Purchaser to resign as each of them at or before the Closing; (v) an the opinion of BassQuarxxx & Xradx, Xxxxx & Xxxx PLC XXP, legal counsel to Seller and the Doctors, in substantially the form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or Exhibit 9.6; (vi) an executed Agreement of Limited Partnership of the general counsel Partnership by Seller and a Contribution Agreement by which Seller contributes its undivided 40% interest in the assets of the Seller or Center to the CompaniesPartnership; and (vivii) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 12.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Westlake and Seller will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of Westlake, executed by all of its partners, authorizing the Board distribution to its partners of Directors an aggregate undivided 57% interest in the Purchased Assets, including the distribution of the Purchased Assets to Seller, certified by Seller's Secretary, authorizing and the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by SellerWestlake, and the consummation of the transactions contemplated hereby; (iiiii) a duly executed copy such deeds, bills of the Seller Release; (iv) written resignationssale, effective as endorsements, assignments and other good and sufficient instruments of the Closing Dateconveyance and transfer, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to PurchaserAmSurg, oras shall be effective to vest in Seller an undivided 8 1/2% interest in Westlake's title to and interest in the Purchased Assets, all of Westlake's books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with respect such delivery, will take such steps as may be necessary to certain mattersput AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of Westlake certifying as to the accuracy of Westlake's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, opinions agreements, terms, provisions and conditions to be performed or complied with by Westlake at or before the Closing; (iv) such deeds, bills of local counsel sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Purchaser or AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's interest in books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the general counsel Purchased Assets; (v) a certificate of Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the CompaniesClosing; (vi) the opinion of England, Whitfield, Schrxxxxx & Xreaxxxx, XXP, legal counsel to Westlake and Seller, in substantially the form of Exhibit 10.6; (vii) an assignment for the benefit of the Partnership of that certain lease for real property located at 2900 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 xx form and substance satisfactory to AmSurg; and (viviii) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Westlake and Seller will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of Westlake, executed by all of its partners, authorizing the Board distribution to its partners of Directors an aggregate undivided 57% interest in the Purchased Assets, including the distribution of the Purchased Assets to Seller, certified by Seller's Secretary, authorizing and the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by SellerWestlake, and the consummation of the transactions contemplated hereby; (iiiii) a duly executed copy such deeds, bills of the Seller Release; (iv) written resignationssale, effective as endorsements, assignments and other good and sufficient instruments of the Closing Dateconveyance and transfer, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to PurchaserAmSurg, oras shall be effective to vest in Seller an undivided 11 1/4% interest in Westlake's title to and interest in the Purchased Assets, all of Westlake's books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with respect such delivery, will take such steps as may be necessary to certain mattersput AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of Westlake certifying as to the accuracy of Westlake's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, opinions agreements, terms, provisions and conditions to be performed or complied with by Westlake at or before the Closing; (iv) such deeds, bills of local counsel sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Purchaser or AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's interest in books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the general counsel Purchased Assets; (v) a certificate of Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the CompaniesClosing; (vi) the opinion of England, Whitfield, Schrxxxxx & Xreaxxxx, XLP, legal counsel to Westlake and Seller, in substantially the form of Exhibit 9.6; (vii) an assignment for the benefit of the Partnership of that certain lease for real property located at 2900 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 xx form and substance satisfactory to AmSurg; and (viviii) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; ------------------------------------------------------------------------------- (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 11.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and the Doctors will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except corporate records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a duly executed copy certificate of the Seller Releasecertifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) written resignations, effective a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing Date, from any directors, officers and that they have performed or managing members complied with all of the Companies covenants, agreements, terms, provisions and the Subsidiaries requested conditions to be performed or complied with by Purchaser to resign as each of them at or before the Closing; (v) an the opinion of BassLentx, Xxxxx & Xxxx PLC Xxanx xxx King X.X., legal counsel to Seller and the Doctors, in substantially the form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the CompaniesExhibit 10.6; and (vi) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser shall deliver to Seller: (i) payment of the Purchase Price Closing Payment as specified in Section 2.1, plus the Estimated Payment2.2; (ii) a copy of resolutions of the Board of Directors of Purchaser, certified by Purchaser's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby; (iii) the Transition Services Agreement in substantially the form attached hereto as Exhibit B (the "Transition Services Agreement"), duly executed by Purchaser; (iv) a certificate of good standing of the Purchaser issued not earlier than ten days prior to the Closing Date by the secretary of state of the state in which the Purchaser is incorporated; (v) a certificate of the secretary of Purchaser certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Purchaser executing this Agreement and any other document delivered hereunder on behalf of Purchaser; (ii) a copy of Purchaser's certificate of incorporation; and (iii) a copy of Purchaser's by-laws; and (iiivi) a duly executed copy mutual release (the "Mutual Release") in form reasonably acceptable to Seller and Purchaser providing for the release of all current or future claims and/or counterclaims and liabilities by the plaintiffs and defendants with respect to the lawsuit, Case No. CE06-00820-063 (the "Applicable Litigation"), listed under No. 4 of the Company Releasechart entitled "ResortQuest International, Inc. Litigation - May 2007" included in Section 4.11 of the Disclosure Schedule relating to the Applicable Litigation, executed by such defendants. (b) At the Closing, Seller will deliver to Purchaser, and Xxxxxxx shall cause Seller to deliver to Purchaser: (i) all stock certificates for representing the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by a duly executed stock powerspower; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iii) a the Transition Services Agreement, duly executed copy of the Seller Releaseby Seller; (iv) the minute books and stock records of the Company and the Mainland Subsidiaries; (v) the written resignations, resignations effective as of the Closing Date, from any directors, Date of such directors and officers or managing members of the Companies Company and the Mainland Subsidiaries as requested by Purchaser to resign as of the Closingresign; (vvi) an opinion a release in the form attached hereto as Exhibit C (the "Release"), executed by Xxxxxxx and Seller; (vii) releases of Bassall liens and other encumbrances and security interests (excluding Permitted Encumbrances) held by the holders of Indebtedness in any of the Company's and the Mainland Subsidiaries' assets, Xxxxx & Xxxx PLC including UCC financing statement amendments providing for the termination of all financing statements with respect thereto; (viii) to the extent required by law, a certificate in form compliance with the Foreign Investment in Real Property Tax Act, as amended ("FIRPTA"), and substance reasonably satisfactory the Treasury Regulations thereunder certifying that Seller is not a foreign person or entity subject to Purchaserwithholding under FIRPTA; (ix) a certified copy of the Company's certificate of incorporation, or, issued not earlier than ten days prior to the Closing Date by the Secretary of State of Delaware; (x) except with respect to certain mattersthe entities set forth on Schedule 4.1, opinions certificates of local counsel reasonably satisfactory to Purchaser or good standing of the general counsel Company and the Mainland Subsidiaries issued not earlier than ten days prior to the Closing Date by the secretaries of state or equivalent authority of each jurisdiction in which the Company and the Mainland Subsidiaries are either incorporated, formed or qualified to do business as a foreign corporation or limited liability company (or in the case of the foreign qualification of the Company with the State of California, verbal confirmation thereof, with such good standing certificate to be delivered by Seller or promptly following the CompaniesClosing); (xi) a certificate of the secretary of Seller certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Seller executing this Agreement and any other document delivered hereunder on behalf of Seller; and (ii) a copy of Seller's by-laws; (xii) a certificate of the secretary of Xxxxxxx certifying as true and correct the following: (i) the incumbency and specimen signature of each officer of Xxxxxxx executing this Agreement and any other document delivered hereunder on behalf of Seller; (ii) a copy of Gaylord's certificate of incorporation; and (iii) a copy of Gaylord's by-laws; (xiii) the Mutual Release, executed by Xxxxxxx and Seller; and (vixiv) such without limitation by specific enumeration of the foregoing, all other certificates, documents and instruments as Purchaser may reasonably request in connection with the consummation of required from Seller to consummate the transactions contemplated hereby.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser Buyer shall deliver to Seller (or Seller:'s agent): (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated Payment3.1; (ii) a copy of resolutions of the Board of Directors of PurchaserBuyer, certified by PurchaserBuyer's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserBuyer, and the consummation of the transactions contemplated hereby; and; (iii) a duly certificate of Buyer certifying as to the accuracy of Buyer's representations and warranties at and as of the Closing and that Buyer has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Buyer at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for Buyer, the terms of which are substantially as set forth in Exhibit D; (v) an executed copy of the Company ReleaseEscrow Agreement, in the form attached as Exhibit A; and (vi) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller will deliver to PurchaserBuyer: (i) stock certificates for the Sharessuch bills of sale, which certificates endorsements, assignments, and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Buyer, as shall be duly endorsed effective to Purchaser or accompanied vest in Buyer all of Seller's title to and interest in the Acquired Assets, all of Seller's contracts and commitments, books, records and other data relating to the Acquired Assets and the Business (except minute and stock books and similar corporate records and any other documents and records which Seller is required by duly executed stock powerslaw to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put Buyer in actual possession and operating control of the Acquired Assets and the Business; (ii) a copy of resolutions of the Board of Directors and Shareholders of Seller, certified by Seller's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iii) a duly executed copy certificate of Seller certifying as to the accuracy of its representations and warranties at and as of the Closing and that Seller Releasehas performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by it at or before the Closing; (iv) written resignationsthe opinion of Bill Xxxxxxx, effective xxgal counsel for Seller, the terms of which are substantially as of the Closing Date, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closingset forth in Exhibit C; (v) executed copies of the Non-Competition Agreement by the employees of Seller, in substantially the form of Exhibit B hereto; (vi) an opinion executed copy of Bass, Xxxxx & Xxxx PLC the Shareholders' Agreement in the form of Exhibit E hereto; (vii) an executed copy of the Voting Agreement in form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or Exhibit F hereto; (viii) an executed copy of the general counsel Co-Sale Agreement in the form of Exhibit G hereto; (ix) certificates evidencing the transfers of the Seller or URLs listed in Section 2.1(b) of the CompaniesDisclosure Letter; and (vix) such other certificates, certificates and documents and instruments as Purchaser Buyer or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2 via wire transfer to an account specified by Seller; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Schedule 11.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and Doctors will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except corporate) records and any other documents and records which Seller is required by law to retain in its possession, and simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a duly executed copy certificate of the Seller Releasecertifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) written resignations, effective a certificate of each of the Doctors certifying as to the accuracy of Doctors' representations and warranties at and as of the Closing Date, from any directors, officers and that they have performed or managing members complied with all of the Companies covenants, agreements, terms, provisions and the Subsidiaries requested conditions to be performed or complied with by Purchaser to resign as each of them at or before the Closing; (v) an the opinion of BassZevnxx Xxxtxx Xxxxxxx XxXoxxxx Xxxxxx & Fognani, Xxxxx & Xxxx PLC L.L.P., legal counsel to Seller and Doctors, in substantially the form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the CompaniesSchedule 10.6; and (vi) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 11.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Westlake and Seller will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of Westlake, executed by all of its partners, authorizing the Board distribution to its partners of Directors an aggregate undivided 57% interest in the Purchased Assets, including the distribution of the Purchased Assets to Seller, certified by Seller's Secretary, authorizing and the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by SellerWestlake, and the consummation of the transactions contemplated hereby; (iiiii) a duly executed copy such deeds, bills of the Seller Release; (iv) written resignationssale, effective as endorsements, assignments and other good and sufficient instruments of the Closing Dateconveyance and transfer, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to PurchaserAmSurg, oras shall be effective to vest in Seller an undivided 11 1/4% interest in Westlake's title to and interest in the Purchased Assets, all of Westlake's books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with respect such delivery, will take such steps as may be necessary to certain mattersput AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of Westlake certifying as to the accuracy of Westlake's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, opinions agreements, terms, provisions and conditions to be performed or complied with by Westlake at or before the Closing; (iv) such deeds, bills of local counsel sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Purchaser or AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's interest in books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the general counsel Purchased Assets; (v) a certificate of Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the CompaniesClosing; (vi) the opinion of England, Whitfield, Schrxxxxx & Xreaxxxx, XXP, legal counsel to Westlake and Seller, in substantially the form of Exhibit 10.6; (vii) an assignment for the benefit of the Partnership of that certain lease for real property located at 2900 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 xx form and substance satisfactory to AmSurg; and (viviii) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 11.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Westlake, Seller and Doctor will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of Westlake, executed by all of its partners, authorizing the Board distribution to its partners of Directors an aggregate undivided 57% interest in the Purchased Assets, including the distribution of the Purchased Assets to Seller, and the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Westlake, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in Seller an undivided 3% interest in Westlake's title to and interest in the Purchased Assets, all of Westlake's books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of Westlake certifying as to the accuracy of Westlake's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Westlake at or before the Closing; (iv) a copy of resolutions of Seller, certified by Seller's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iii) a duly executed copy of the Seller Release; (iv) written resignations, effective as of the Closing Date, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion such deeds, bills of Basssale, Xxxxx & Xxxx PLC endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to PurchaserAmSurg, oras shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's interest in books, records and other data relating to the Purchased Assets (except partnership records and any other documents and records which Westlake is required by law to retain in its possession), and, simultaneously with respect such delivery, will take such steps as may be necessary to Asset Purchase Agreement/Page 2 -------------------------------------------------------------------------------- put AmSurg in actual possession and operating control of the Purchased Assets; (vi) a certificate of Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (vii) a certificate of Doctor certifying as to the accuracy of Doctor's representations and warranties at and as of the Closing and that he has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by him at or before the Closing; (viii) the opinion of England, Whitfield, Schrxxxxx & Xreaxxxx, XXP legal counsel to Westlake, Seller and Doctor, in substantially the form of Exhibit 10.7; (ix) an assignment for the benefit of the Partnership of that certain matterslease for real property located at 2900 Xxxxxxxxx Xxxx, opinions of local counsel reasonably Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 xx form and substance satisfactory to Purchaser or of the general counsel of the Seller or the CompaniesAmSurg; and (vix) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser Buyer shall deliver to Seller (or Seller:'s agent): (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated Payment2.1 herein; (ii) a copy of resolutions of the Board of Directors of PurchaserBuyer, certified by PurchaserBuyer's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserBuyer, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed certificate in the form of Exhibit B hereto of Buyer certifying as to the accuracy of Buyer's representations and warranties at and as of the Closing and that Buyer has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Buyer at or before the Closing; (iv) a copy of the Company ReleaseBuyer's Charter, certified by the Tennessee Secretary of State; (v) certificates of existence and good standing for the Buyer, certified by the Secretary of State of Tennessee; and (vi) such other certificates and documents as Selling Parties or their counsel may reasonably request. (b) At the Closing, Seller Selling Parties will deliver to PurchaserBuyer: (i) stock certificates for the Sharessuch bills of sale, which certificates assignments, and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to Buyer, as shall be duly endorsed effective to Purchaser or accompanied by duly executed stock powersvest in Buyer all of Seller's and the Members' title to and interest in the Assets, and, simultaneously with such delivery, will take such steps as may be necessary to put Buyer in actual possession and operating control of the Assets; (ii) a certificate of each of the Selling Parties in the form of Exhibit C hereto certifying as to the accuracy of the Selling Parties representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by each of them at or before the Closing; (iii) copy of resolutions of the Board of Directors Members of Seller, certified by Seller's Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iii) a duly executed copy of the Seller Release; (iv) written resignationscertificates of existence and good standing for the Seller, effective as certified by the Secretary of the Closing DateState of New Jersey, from any directorsdated December __, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing1999; (v) an opinion Selling Parties shall have executed the Non-Competition Agreements in the form of Bass, Xxxxx & Xxxx PLC in form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the Companies; andExhibit D hereto; (vi) such other certificates, documents and instruments as Purchaser may reasonably request Selling Parties shall have executed the Shareholders' Agreement in connection with the consummation form of Exhibit E hereto; (vii) Selling Parties shall have executed the Voting Agreement in the form of Exhibit F hereto; (viii) Selling Parties shall have executed the Co-Sale Agreement in the form of Exhibit G hereto; (ix) certificates evidencing the transfers of the transactions contemplated hereby.URLs listed in Schedule 1.1

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller: (i) to the Initial Purchase Price comprised of cash in the amount of $2,126,330 and 40,515 shares of AmSurg Common Stock and the initial installment of the Purchase Price as specified in Differential; provided, however, the parties acknowledge and agree that the stock certificate representing such shares of AmSurg Common Stock will be delivered following Closing pursuant to Section 2.1, plus the Estimated Payment3.4; (ii) a certificate of existence with respect to AmSurg issued by the Tennessee Secretary of State's office within ten (10) days prior to the Closing Date; (iii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and (iii) a duly executed copy of the Company Release. (b) At the Closing, Seller will deliver to Purchaser: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (iiiv) a certificate of AmSurg certifying as to the accuracy of the representations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (v) a counterpart of the Amended and Restated Operating Agreement of Seller in the form attached hereto as Exhibit 3(a) executed on behalf of AmSurg; (vi) a copy of resolutions of the Board of Directors of ASC, certified by its Secretary, authorizing the issuance of the AmSurg Common Stock to Seller; (vii) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 11.4; and (viii) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and the Doctors will deliver to AmSurg: (i) a copy of resolutions of the Members of Seller, certified by Seller's Secretaryits Executive Director, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (ii) a counterpart of the Amended and Restated Operating Agreement of Seller in the form attached hereto as Exhibit 3(a) executed by the Doctors; (iii) a duly executed copy an Amended and Restated Articles of Organization of Seller in the Seller Releaseform attached hereto as Exhibit 3(b); (iv) written resignations, effective a certificate of the Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing Date, from any directors, officers and that it has performed or managing members complied with all of the Companies covenants, agreements, terms, provisions and the Subsidiaries requested conditions to be performed or complied with by Purchaser to resign as of Seller at or before the Closing; (v) an opinion a certificate of Basseach of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, Xxxxx & Xxxx PLC in form agreements, terms, provisions and substance conditions to be performed or complied with by each of them at or before the Closing; (vi) a release or such other evidence as AmSurg may reasonably satisfactory require which evidences the fact that the obligations of Seller to Purchaser, or, First Merchants Bank with respect to certain mattersthe loan from First Merchants Bank to Seller in the original principal amount of $340,681.29 has been repaid in full; (vii) the opinion of McHaxx, opinions Xxok xxx Welcx, X.C., legal counsel to Seller and the Doctors, in substantially the form of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the CompaniesExhibit 10.6; and (viviii) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request in connection with the consummation of the transactions contemplated herebyrequest.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser Buyer shall deliver to Gaylord and/or Seller: (i) the Purchase Price as specified in Section 2.1, plus the Estimated Paymentamount described xx Xxxtion 2.01; (ii) the certificate referred to in Section 9.03; and (iii) a copy of resolutions certificate of the Board secretary of Directors Buyer, certifying, as complete and accurate as of Purchaserthe Closing, certified by Purchaser's Secretary, authorizing (x) attached copies of all requisite resolutions or actions of the execution, members of Buyer approving the execution and delivery and performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby; and by this Agreement and (iiiy) a duly executed copy the incumbency of the Company Releaseofficers of Buyer executing this Agreement and any other document relating to the transactions contemplated by this Agreement. (b) At the Closing, Gaylord and/or Seller will shall deliver to PurchaserBuyer: (i) stock certificates xxxxruments of transfer for the Shares, which certificates shall be duly endorsed Company Interests in form and substance reasonably satisfactory to Purchaser or accompanied by duly executed stock powersBuyer; (ii) the certificates referred to in Section 8.03; (iii) a copy of resolutions certificate of the Board secretary of Directors each of Gaylord and Seller, certified by certifying, as complete and accurate as of xxx Xxosing, (x) attached copies of all requisite resolutions or actions of the board of directors of Gaylord or Seller's Secretary, authorizing as the executioncase may be, delivery and performance approving the execution xxx xxlivery of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; by this Agreement and (iiiy) a duly executed copy the incumbency of the Seller Release;officers of Gaylord or Seller, as the case may be, executing this Agreemenx xxx xny other document relating to the transactions contemplated by this Agreement; and (iv) written resignations, effective as of the Closing Date, from any directors, officers or managing members of the Companies and the Subsidiaries requested by Purchaser to resign as of the Closing; (v) an opinion of Bass, Xxxxx Berry & Xxxx PLC in form Sims, legal counsel for Gaylord and substance reasonably satisfactory to PurchaserSeller, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the Companies; and (vi) such other certificates, documents and instruments terms xx xxich xxx substantially as Purchaser may reasonably request in connection with the consummation of the transactions contemplated herebyset forth xx Exhibit A attached hereto.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser AmSurg shall deliver to Seller, or cause to be delivered to Seller or the LLC, as the case may be: (i) the Purchase Price consideration as specified in Section 2.1, plus the Estimated PaymentArticle 2; (ii) a copy of resolutions of the Board of Directors of PurchaserAmSurg, certified by Purchaser's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by PurchaserAmSurg, and the consummation of the transactions contemplated hereby; and; (iii) a duly executed copy certificate of AmSurg certifying as to the accuracy of the Company Releaserepresentations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 11.4; (v) such other certificates and documents as Seller or its counsel may reasonably request; (vi) a Contribution Agreement and Assignment in the form attached hereto as Exhibit 3.2(a)(vi); and (vii) the Assignment and Assumption Agreement in the form attached hereto as Exhibit 3.2(a)(vii). (b) At the Closing, Seller and the Doctors will deliver to PurchaserAmSurg: (i) stock certificates for the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by duly executed stock powers; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller's its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg an undivided 51% interest in Seller's title to and interest in the Purchased Assets, Seller's books, records and other data relating to the Purchased Assets (except corporate records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a duly executed copy certificate of the Seller Releasecertifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) written resignations, effective a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing Date, from any directors, officers and that they have performed or managing members complied with all of the Companies covenants, agreements, terms, provisions and the Subsidiaries requested conditions to be performed or complied with by Purchaser to resign as each of them at or before the Closing; (v) an the opinion of BassTaft, Xxxxx Xxettinius & Xxxx PLC Hollister LLP, legal counsel to Seller and the Doctors, in substantially the form and substance reasonably satisfactory to Purchaser, or, with respect to certain matters, opinions of local counsel reasonably satisfactory to Purchaser or of the general counsel of the Seller or the Companies; andExhibit 10.6; (vi) such other certificates, certificates and documents and instruments as Purchaser AmSurg or its counsel may reasonably request request; and (vii) a Contribution Agreement and Assignment in connection with the consummation of the transactions contemplated herebyform attached hereto as Exhibit 3.2(b)(vii).