Common use of Roll-Up Transactions Clause in Contracts

Roll-Up Transactions. The Sellers and the Company hereby represent that the only condition to completion of the Roll-Up Transactions is payment of: (x) that certain liability owed to GE Health Care, Inc. in the amount of approximately $2,300,000; and (y) that certain liability owed to Pacific Capital in the amount of $603,000. If the Purchaser arranges for the payment on the Closing Date of those obligations referred to in the immediately preceding sentence, the Sellers and the Company hereby agree to close, and cause the closing of, the Roll-up Transactions the Closing Date. Each of the Sellers and the Company hereby represent and agree that the only consideration to be paid to the sellers in connection with the Roll-up Transactions is the issuance of capital stock of the Company. Each of the Sellers and the Company hereby represent and agree that, as of the date of completion of the Roll-up Transactions, the condition of the Company, Emergystat, Emergystat of Sulligent, their respective subsidiaries, and the successor entities that acquired the assets of Quality Care and Southland LLC, prepared on a consolidated basis, will not be materially different from the condition reflected in the September 30, 2004 financial statements referred to in Section 3.7 above.

Roll-Up Transactions. The Sellers and the Company hereby represent that the only condition to completion of the Roll-Up Transactions is payment of: (x) that certain liability owed to GE Health Care, Inc. in the amount of approximately [$2,300,000]; and (y) that certain liability owed to Pacific Capital in the amount of [$603,000]. If the Purchaser arranges for the payment on the Closing Date of those obligations referred to in the immediately preceding sentence, the Sellers and the Company hereby agree to close, and cause the closing of, the Roll-up Transactions the Closing Date. Each of the Sellers and the Company hereby represent and agree that the only consideration to be paid to the sellers in connection with the Roll-up Transactions is the issuance of capital stock of the Company. Each of the Sellers and the Company hereby represent and agree that, as of the date of completion of the Roll-up Transactions, the condition of the Company, Emergystat, Emergystat of Sulligent, their respective subsidiaries, and the successor entities that acquired the assets of Quality Care and Southland LLC, prepared on a consolidated basis, will not be materially different from the condition reflected in the September 30, 2004 financial statements referred to in Section 3.7 above.