Common use of Performance Covenants Clause in Contracts

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by Speedy at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding Speedy certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of Speedy certifying the satisfaction of the conditions in Section 5.1, 5.2 and 5.3 hereof; (c) Written consents of all third parties necessary for the consummation by Sellers and Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of Speedy authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by Speedy of the documents to be executed and delivered by Speedy, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of Speedy; (e) A certified copy of the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of Speedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of Speedy; (g) Incumbency certificates certifying the identity of the officers and managers of Speedy; (h) Evidence of payment of all related party debts owing to or by Speedy and releases therefor; (i) All books and records pertaining to the business of Speedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and Speedy; and (l) Membership Interest Purchase Agreement executed by Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI, LLC.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents this Agreement to be complied with or performed by Speedy EDT or Acquisition Subsidiary at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documentsfollowing: (a) A certificate of status or existence regarding Speedy certified by The Merger Consideration to be paid to the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of Stockholders in connection with the ClosingMerger; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers representatives of Speedy EDT and Acquisition Subsidiary certifying that the satisfaction representations and warranties are true and correct on the date of such certificate and that EDT and Acquisition Subsidiary have fulfilled all of the conditions in Section 5.1, 5.2 and 5.3 hereofof this SECTION 9.2; (c) Written consents Resolutions of all third parties necessary for the Board of Directors of EDT and the Board of Directors and sole Stockholder of Acquisition Subsidiary in form and substance satisfactory to Learning-Edge and the Stockholders approving the execution, delivery and performance of this Agreement and the consummation by Sellers and Speedy of the transactions contemplated hereby, certified by the a duly authorized representative of EDT and Acquisition Documents as set forth in Schedule 5.2(c)Subsidiary, respectively; (d) A copy An opinion of resolutions duly adopted by outside counsel of EDT in substantially the managers and members of Speedy authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by Speedy of the documents to be executed and delivered by Speedy, certified form attached hereto as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of SpeedyEXHIBIT F; (e) A certified copy An Employment Agreement entered into by EDT and Mr. Zuckerman in substantially the form of the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to ClosingEXHIBIT C; (f) A copy Xxxx xxxxx documents necessary for the consummation of the operating agreementtransactions contemplated herein as counsel for Learning-Edge and the Stockholders shall reasonably request, and all amendments theretoincluding, if in existencewithout limitation, of Speedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of Speedy;any documents required to be filed with any governmental body; and (g) Incumbency certificates certifying EDT shall have issued to Mr. Zuckerman a promissory note in the identity original principal amountx xx $000,000.48 , representing amounts owed to Mr. Zuckerman by Learning-Edge prior to the Closing and not Merger Xxxxxxxxxxxxn, bearing interest at the rate of nine percent (9.000%) per annum, payable as provided substantially in the form of the officers and managers of Speedy;note attached hereto as EXHIBITS G; and, (h) Evidence EDT shall have executed with Mr. Zuckerman an agreement to pay the accrued liability of payment Learning Xxxx xxxxxxxxting deferred compensation owed to Mr. Zuckerman (not as a part of all related party debts owing the Merger Consideration) in the xxxxxx xx $000,000, payable after Closing in installments of $10,000 per month from month to or by Speedy and releases therefor; (i) All books and records pertaining to the business of Speedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and Speedy; and (l) Membership Interest Purchase Agreement executed by Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI, LLCmonth until fully paid.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents this Agreement to be complied with or performed by Speedy RCG at or prior to the Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o)respects, which shall have been complied with in all respects) including, but not limited to, the to delivery of the following documents: (a) A good standing certificate of status or existence regarding Speedy RCG and Merger Corp certified by the Secretary of State of its respective state the State of incorporation or organization Delaware, each dated within ten (10) business 15 days of the prior to Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the a duly authorized officers or managers officer of Speedy RCG and Merger Corp certifying that the satisfaction representations and warranties of RCG and Merger Corp set forth herein are true and correct as set forth in Section 10.1 as of the Effective Time and that RCG and Merger Corp have fulfilled all of the conditions in Section 5.1, 5.2 and 5.3 hereofof this Article 10; (c) Written consents Resolutions adopted by the Board of all third parties necessary for Directors of RCG and the Board of Directors and shareholder of Merger Corp in form and substance satisfactory to the Company and the Owners approving the execution, delivery and performance of this Agreement and the consummation by Sellers and Speedy of the transactions contemplated Merger, certified by the Acquisition Documents as set forth in Schedule 5.2(c)Secretary of RCG and Merger Corp, respectively; (d) A copy of resolutions duly adopted Covenants Not to Compete executed by the managers and members of Speedy authorizing and approving its respective performance of the transactions contemplated hereby RCG and the execution and delivery by Speedy of the documents to be executed and delivered by Speedy, certified Company as true and described in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of SpeedySection 8.6; (e) A certified copy of The Consulting Agreements executed by the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to ClosingCompany as described in Section 8.8; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of Speedy, certified as true and in full force and effect as of Closing The Medical Director Agreements entered into by the Secretary, Assistant Secretary or manager of SpeedyCompany as described in Section 8.7; (g) Incumbency certificates The Registration Rights Agreement executed by RCG as described in Section 8.13; and (h) An incumbency certificate certifying the identity of the officers of RCG and managers of Speedy; (h) Evidence of payment of all related party debts owing to or by Speedy and releases therefor; (i) All books and records pertaining to the business of Speedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and Speedy; and (l) Membership Interest Purchase Agreement executed by Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI, LLC.Merger Corp.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Merger Documents to be complied with or performed by Speedy the Company or the Owners at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A good standing certificate of status or existence regarding Speedy the Company, certified by the Secretary of State of its respective state the State of incorporation or organization Delaware dated within ten fifteen (1015) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of Speedy the Company and by the Owners' Representative, on behalf of the Owners, certifying that the satisfaction representations and warranties of the Company and the Owners set forth herein are true and correct as set forth in Section 9.1 as of the Effective Time and that the Company and each of the Owners have fulfilled all of the conditions in Section 5.1, 5.2 and 5.3 hereofof this Article 9; (c) Written consents of all third parties necessary for the consummation by Sellers and Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c)Merger Documents; (d) A copy Resolutions of resolutions duly adopted by the managers Company (Board of Directors and members of Speedy authorizing stockholders) in form and substance satisfactory to RCG approving its respective the execution, delivery and performance of the transactions contemplated hereby this Agreement and the execution and delivery by Speedy consummation of the documents to be executed and delivered by SpeedyMerger, certified as true and in full force and effect as by an appropriate officer of Closing by the Secretary, an Assistant Secretary or the manager of SpeedyCompany; (e) A certified copy of the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of Speedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of Speedy; (g) Incumbency certificates An incumbency certificate certifying the identity of the officers of the Company; (f) Resignations and managers Release as contemplated by Section 8.12 of Speedyeach of the officers and directors of the Company and each Owner effective as of the Effective Time; (g) The Covenants Not to Compete executed by the persons contemplated by Section 8.6 as described in Section 8.6; (h) Evidence of payment of all related party debts owing to or The Medical Director Agreements entered into by Speedy the Practices and releases thereforphysicians as described in Section 8.7; (i) The Consulting Agreements executed by Meyexxxx xxx McGex xx described in Section 8.8; (j) The Registration Rights Agreement executed by the Owners' Representative, on behalf of each Owner, as described in Section 8.13; (k) Evidence of repayment of the indebtedness described in Section 8.14 (other than the indebtedness of Meyerson, McGee, Mednxxx xxx Laos); (l) The Certificate of Need or exemption required for certain operations of the Company and the Subsidiaries in Illinois, as described in Section 5.3, shall have been obtained pursuant to the Planning Act, as amended; (m) All books and records pertaining to of the business of SpeedyCompany, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and SpeedyRCG; and (ln) Membership Interest Purchase Agreement executed by Zonecare USA of DelrayEvidence reasonably acceptable to RCG that all agreements or arrangements, LLC and an Asset Purchase Agreement executed by SelectMRIwhether written or oral, LLCamong the Owners and/or the Company that relate in any manner to the Company Equity Securities shall have been terminated.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Merger Documents to be complied with or performed by Speedy the Companies or the Owners at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A good standing certificate of status or existence regarding Speedy the Companies, certified by the Secretary of State of its respective state of incorporation or organization Arizona dated within ten fifteen (1015) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of Speedy the Companies and by the Owners certifying the satisfaction of the conditions condition in Section 5.1, 5.2 9.1 and 5.3 hereofthat the Companies and each of the Owners have fulfilled all of the conditions of this Article 9; (c) Written consents of all third parties necessary for the consummation by Sellers and Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c)Merger Documents; (d) A copy Resolutions of resolutions duly adopted by the managers Companies (Board and members of Speedy authorizing shareholder) in form and substance reasonably satisfactory to RCG approving its respective the execution, delivery and performance of the transactions contemplated hereby this Agreement and the execution and delivery by Speedy consummation of the documents to be executed and delivered by SpeedyMergers, certified as true and in full force and effect as by an appropriate officer of Closing by the Secretary, an Assistant Secretary or the manager of SpeedyCompanies; (e) A certified copy of the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of Speedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of Speedy; (g) Incumbency certificates An incumbency certificate certifying the identity of the officers of the Companies; and (f) Resignations and managers Release of Speedyeach of the officers, directors and Owners of the Companies (as applicable) effective as of the Effective Time; (g) The Medical Director Agreements entered into by the Practices as described in Section 8.9; (h) Evidence of payment of all related party debts owing to or by Speedy and releases therefor; (i) All books and records pertaining to of the business of SpeedyCompanies, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and SpeedyRCG; and (li) Membership Interest Purchase Agreement executed by Zonecare USA of DelrayAll agreements or arrangements, LLC and an Asset Purchase Agreement executed by SelectMRIwhether written or oral, LLCamong the Owners and/or the Companies that relate in any manner to the Company Equity Securities shall have been terminated.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by Speedy the Sellers or the Owners at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding Speedy the Sellers which are not general partnerships, certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) An Assignment and Bill xx Sale in substantially the form of Exhibit 6.2(b) hereof; (c) An Assumption Agreement in substantially the form of Exhibit 6.2(c) hereof; (d) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of Speedy the Sellers and by the Owners certifying the satisfaction of the conditions condition in Section 5.1, 5.2 6.1 and 5.3 hereofthat the Sellers and each of the Owners have fulfilled all of the conditions of this Article 6; (ce) Written consents of all third parties necessary for the consummation by Sellers and Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy of resolutions duly adopted by the managers and members of Speedy authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by Speedy of the documents to be executed and delivered by Speedy, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of Speedy; (e) A certified copy of the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to ClosingDocuments; (f) A copy Resolutions of the operating agreementSellers (board and shareholder or partner) in form and substance reasonably satisfactory to Buyer and RCG approving the execution, delivery and all amendments thereto, if in existence, performance of Speedythis Agreement and the consummation of the Acquisition, certified as true and in full force and effect as by an appropriate officer of Closing by the Secretary, Assistant Secretary or manager of Speedyeach Seller; (g) Incumbency certificates certifying the identity of the officers and managers of Speedythe Sellers; (h) Evidence of payment of all related party debts owing to or The Medical Director Agreement entered into by Speedy and releases thereforthe Practice as described in Section 5.9; (i) Employment Agreement with Davix Xxxxx xx form and substance satisfactory to Buyer; (j) Estoppel Certificates or status letters from each landlord of leased real property related to the Business dated no more than ten (10) days prior to the Closing Date, which estoppel certificate or status letter certifies (1) the lease being valid and in full force and effect, (2) there being no other agreements between Seller and such landlord with respect to the leased real property, (3) the rents and charges payable by Seller under such lease and the date to which they have been paid, (4) whether there are, to the knowledge of said landlord, any defaults thereunder, and if so, specifying the nature thereof, and (5) the existence of any Lien, prior interests or superior interests of any nature that currently do, or potentially could, terminate or otherwise adversely affect such leased real property or any of Seller's right or interest therein; (k) The License Agreement referred to in Section 5.17 in form and substance satisfactory to Buyer; and (l) All books and records of the Sellers pertaining to the business of SpeedyBusiness, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including and RCG (except minute books and equity interest records in Speedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and Speedy; and (l) Membership Interest Purchase Agreement executed by Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI, LLCstock records).

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by Speedy each of PRI, NCL and Sellers at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence regarding Speedy PRI and NCL certified by the Secretary of State of its their respective state of incorporation or organization dated within ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of Speedy PRI and NCL certifying the satisfaction of the conditions in Section 5.1, 5.2 5.1 and 5.3 hereofthat Sellers and PRI and NCL have fulfilled all of the conditions of this Article 5; (c) Written consents of all third parties necessary for the consummation by Sellers and Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c)Documents; (d) A copy of resolutions duly adopted by the managers PRI and members of Speedy NCL authorizing and approving its respective their performance of the transactions contemplated hereby and the execution and delivery by Speedy of the documents to be executed and delivered by Speedydescribed herein, certified as true and in full force and effect as of Closing by the Secretary, Secretary or an Assistant Secretary or the manager of Speedyeach entity; (e) A certified copy of the Articles of OrganizationIncorporation, and all amendments thereto, of Speedy PRI and NCL from its respective state of organizationincorporation, dated the most recent practical date prior to Closing; (f) A copy of the operating agreementBylaws, and all amendments thereto, if in existence, of SpeedyPRI and NCL, certified as true and in full force and effect as of Closing by the Secretary, Secretary or Assistant Secretary or manager of Speedyeach such entity; (g) Incumbency certificates certifying the identity of the officers of each of PRI and managers of SpeedyNCL ; (h) Evidence A covenant not to compete agreement in form and substance acceptable to Buyer from each of payment of all related party debts owing to or by Speedy and releases thereforJudy Xxxxxx, Xxnnxxxx Xxx xxx Fernxxxx Xxxxxx; (i) All books and records pertaining to the business of Speedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Sellers and Speedy; and (l) Membership Interest Purchase Agreement executed by Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI, LLC.

Performance Covenants. All of the terms, covenants and conditions agreements of the Acquisition Documents to be complied with or performed by Speedy Sellers at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o)respects, which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents: (a) A certificate of status or existence good standing regarding Speedy each Seller certified by the Secretary of State of its respective state the Commonwealth of incorporation or organization Kentucky dated within ten fifteen (1015) business days of the Closing; (b) Bills of Sale executed by each Seller, in a form to be mutually agreed upon by Purchasers and Sellers; (c) Assignment and Assumption Agreements executed by each Seller in a form to be mutually agreed upon by Purchasers and Sellers (the “Assumption and Assignment Agreements”); (d) A certificate dated as of the Closing Date signed by the Sellers and the a duly authorized officers or managers officer of Speedy each Seller certifying (i) the satisfaction of the condition set forth in Section 6.1 and that such Seller has duly performed and complied in all material respects with all of the covenants and agreements of the Acquisition Documents to be performed prior to Closing, and (ii) that, to the knowledge of such officer, each Owner has satisfied its obligations set forth in Section 6.1; (e) A certificate dated as of the Closing Date signed by each Owner certifying the satisfaction of the conditions condition set forth in Section 5.1, 5.2 6.1 and 5.3 hereofthat such Owner has duly performed and complied in all material respects with all of the covenants and agreements of the Acquisition Documents to be performed prior to Closing; (cf) Written consents of all third parties necessary for the consummation by Sellers and Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c); (d) A copy Documents, including requisite consents to the assignment of resolutions duly adopted by contracts relating to the managers Business and members of Speedy authorizing and approving its respective performance those required pursuant to the terms of the transactions contemplated hereby and the execution and delivery by Speedy of the documents to be executed and delivered by Speedy, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of Speedy; (e) A certified copy of the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to Closing; (f) A copy of the operating agreement, and all amendments thereto, if in existence, of Speedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of SpeedyCorporate Integrity Agreement; (g) Incumbency certificates Resolutions of the governing body of each Seller in form and substance reasonably satisfactory to Purchasers approving the execution, delivery and performance of this Agreement and the consummation of the Acquisition, certified by an appropriate officer of such Seller; (h) An incumbency certificate certifying the identity of the officers and managers of Speedy; (h) Evidence of payment of all related party debts owing to or by Speedy and releases thereforeach Seller; (i) All books Action taken by written consent of the Owners approving the execution, delivery and records pertaining to performance of this Agreement and the business consummation of Speedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possessionthe Acquisition; (j) A non-foreign affidavit The Lifeline Management Assignment and Assumption Agreement Assignment executed by each Seller as described Lifeline Management, in Code section 1445(b)(2) a form to be mutually agreed upon by Purchasers, Sellers and the regulations thereunder;Lifeline Management; and (k) All Such other Acquisition Documents documents as may be reasonably necessary to be executed and delivered consummate the transactions contemplated by the Sellers and Speedy; and (l) Membership Interest Purchase Agreement executed this Agreement, as reasonably requested by Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI, LLCPurchasers or their counsel.

Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents this Agreement to be complied with or performed by Speedy PHC or Acquisition Subsidiary at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documentsfollowing: (a) A certificate of status or existence regarding Speedy certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the ClosingThe PHC Shares; (b) A certificate dated as of Any Cash Consideration to be paid to the Closing Date signed by Shareholders in connection with the Sellers and the duly authorized officers or managers of Speedy certifying the satisfaction of the conditions in Section 5.1, 5.2 and 5.3 hereofMerger; (c) Written consents of all third parties necessary for the consummation by Sellers and Speedy PHC's payment of the transactions contemplated by the Acquisition Documents as expenses set forth in Schedule 5.2(c)Section 9.11 below; (d) A copy certificate dated the Closing Date signed by duly authorized representatives of resolutions duly adopted by PHC and Acquisition Subsidiary certifying that the managers representations and members warranties are true and correct on the date of Speedy authorizing such certificate and approving its respective performance that PHC and Acquisition Subsidiary have fulfilled all of the transactions contemplated hereby and the execution and delivery by Speedy conditions of the documents to be executed and delivered by Speedy, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of Speedythis Section 7.2; (e) A certified copy Consent Resolutions of the Articles Board of OrganizationDirectors of PHC and the Board of Directors and Shareholders of Acquisition Subsidiary in form and substance satisfactory to Target and the Shareholders approving the execution, delivery and all amendments theretoperformance of this Agreement and the consummation of the transactions contemplated hereby, certified by a duly authorized representative of Speedy from its respective state of organizationPHC and Acquisition Subsidiary, dated the most recent practical date prior to Closing;respectively. (f) A copy An opinion of counsel of PHC in substantially the operating agreement, and all amendments thereto, if in existence, form of Speedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of Speedy;Exhibit J attached hereto; --------- (g) Incumbency certificates certifying the identity of the officers and managers of SpeedyThe Investment Agreement; (h) Evidence of payment of all related party debts owing to or by Speedy and releases thereforThe Practice Repurchase Agreement; (i) All books The executed Note Purchase Agreement and records pertaining Amendment to Promissory Note in substantially the business of Speedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested forms approved by Buyer including minute books and equity interest records in Speedy’s possession;the parties hereto on the date hereof; and (j) A non-foreign affidavit executed by each Seller Such other documents necessary for the consummation of the transactions contemplated herein as described in Code section 1445(b)(2) counsel for Target and the regulations thereunder; (k) All other Acquisition Documents Shareholders shall reasonably request, including, without limitation, any documents required to be executed and delivered by the Sellers and Speedy; and (l) Membership Interest Purchase Agreement executed by Zonecare USA of Delray, LLC and an Asset Purchase Agreement executed by SelectMRI, LLCfiled with any governmental body.