ASSET PURCHASE AGREEMENT

1.   Purchase Of Acquired Assets

1.1   Purchase and Sale of Acquired Assets .  Subject to the terms and conditions of this Agreement, Parent and each applicable Seller Company agrees to sell, assign, convey and transfer to Purchaser, and Purchaser agrees to purchase from each applicable Seller Company or Parent (as the case may be), at the Closing, all of the assets used by or in connection with the Business, wherever located, including, but not limited to, medical imaging equipment, current inventory, accounts receivable, machinery, fixtures and other equipment, leasehold improvements, intellectual property (to the extent transferable), Contracts to which any Seller Company is a party, books and records, rights to all of Seller Companies’ Claims against third parties (with the exception of any Claims arising out of the Excluded Assets or Excluded Liabilities), prepaid expenses, customer lists, Licenses (to the extent transferable), Seller Companies’ corporate, financial and similar records, patient records, medical licenses, other medical assets and other intangibles, free and clear of any Liens, Claims and Orders (other than the Permitted Liens) (collectively, the “ Acquired Assets ”), except for the assets specifically set forth on Schedule 1.1 attached hereto (collectively, the “ Excluded Assets ”).

1.2   Assumed Obligations .  At the Closing, Purchaser shall assume and agree to pay, satisfy, perform and discharge as the same shall become due only the liabilities of Seller Companies, including all post-Closing obligations under (i) existing Contracts that are included among the Acquired Assets (other than obligations or liabilities as the result of the breach of any such Contract prior to the Closing Date), (ii) capital leases of Seller Companies set forth on Schedule 1.2(a) attached hereto and (iii) operating leases of Seller Companies set forth on Schedule 1.2(a) attached hereto (other than obligations relating to defaults thereunder that arose prior to the Closing) (the “ Assumed Obligations” ), pursuant to an Assumption Agreement substantially in the form of Exhibit 1.2(a) attached hereto (the “ Assumption Agreement ”). Each of the Contracts assumed hereunder is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions made herein as to that Contract.  Except as expressly set forth in this Section 1.2 and Schedule 1.2(a) attached hereto, Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, debt or commitment of any Seller Company or Parent, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including, but not limited to, any liabilities, obligations, debts or commitments of Seller Companies or Parent (a) incident to, arising out of or incurred with respect to this Agreement and the agreements, documents, instruments, and transactions contemplated hereby, (b) which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the operation of the Business, prior to or on the Closing Date, (c) for outstanding checks and other similar obligations, (d) relating to the employee benefit plans, employee policies, employee Contracts, employee programs and/or arrangements of Seller Companies or any of their Subsidiaries and Affiliates with Employees (including, but not limited to, any severance or bonus payments payable to any Employee of any Seller Company), (e) relating to Product Liability Claims, (f) relating to Taxes, (i) attributable to the Acquired Assets or the Business with respect to any taxable period or portion thereof that ends on or prior to the Closing Date or (ii) imposed on any Seller Company or Parent; or (g) relating to medical malpractice (collectively, the “ Excluded Liabilities ”).  Parent and Seller Companies agree to satisfy and discharge each of the Excluded Liabilities as the same shall become due.  Purchaser’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Purchaser as compared to the rights and remedies that such parties would have had against Parent or any Seller Company had this Agreement not been consummated.

1.3   Method of Conveyance .  The sale, transfer, conveyance and assignment by the applicable Seller Companies of the Acquired Assets to Purchaser in accordance with Section 1.1 hereof shall be effected on the Closing Date at the Closing by the applicable Seller Companies’ execution and delivery to Purchaser of instruments of transfer including: (a) the bill of sale in substantially the form of Exhibit 1.3(a) attached hereto (the “ Bill of Sale ”), (b) an assignment of each of Seller Company’s facility leases used in connection with the Business in substantially the form of Exhibit 1.3(b) attached hereto (each, an “ Assignment of Lease ”), and (c) consents to the assignment of Contracts by third parties thereto in the form of Exhibit 1.3(d) attached hereto.  On the Closing Date, all of the Acquired Assets shall be transferred by the applicable Seller Companies to Purchaser free and clear of any and all Liens, Claims and Orders.

1.4   Purchase Price .  In consideration for the conveyance of the Acquired Assets, and in reliance on the representations and warranties, covenants and agreements of Parent and Seller Companies contained herein and the agreements, documents, instruments, and transactions contemplated hereby, Purchaser agrees to assume the Assumed Obligations and shall pay to Seller Companies an aggregate cash amount equal to (i) Eight Million Eight Hundred Thousand Dollars ($8,800,000.00); minus (ii) the aggregate amount of Seller Companies’ Assumed Indebtedness calculated as of the Closing Date; minus (iii) the Imaging Centers Capital Expenditures; minus (iv) the Escrow Amount; plus or minus (v) the Purchase Price adjustments set forth in Section 1.8.1 (such net amount being referred to as the “ Purchase Price ”).  The Purchase Price shall be paid to Seller Companies by wire transfer of immediately available funds on the Closing Date.

1.5   Allocation of Purchase Price .  Parent, Seller Companies and Purchaser agree to allocate the aggregate Purchase Price and, to the extent required, the Assumed Liabilities and relevant transaction costs, among the Acquired Assets in accordance with Section 1060 of the Code.  Parent, Seller Companies and Purchaser agree that Purchaser shall prepare and provide to a draft allocation of the of the purchase price among the Acquired Assets within five (5) days before the Closing Date, which shall be mutually agreed to by Purchaser, Parent and Seller Companies in good faith within ninety (90) days after the Closing Date. Parent or Seller Companies shall notify Purchaser within thirty (30) days of receipt of such draft allocation of any objection Parent or Seller Companies may have thereto.  Parent, Seller Companies and Purchaser agree to resolve any disagreement with respect to such allocation in good faith.  Parent, Seller Companies and Purchaser (i) hereby undertake and agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall use the allocation determined pursuant to this Section 1.5 in connection with the preparation of Internal Revenue Service Form 8594 as such form relates to the transactions contemplated by this Agreement and (ii) shall each timely report the federal, state and local income and other Tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation, including the preparation and filing of Form 8594 under Section 1060 of the Code (or any successor form or successor provision of any future Tax law, and any comparable provision of state, or local Tax law) with their respective federal, state and local income Tax returns for the taxable year that includes the Closing Date.  Neither Purchaser nor any Seller Company shall file any Tax Return inconsistent with the allocation determined pursuant to this Section 1.5 except as may be adjusted by subsequent agreement following an audit by the IRS or by court decision.

1.6   Assumed Indebtedness .  In addition to the Assumed Obligations, and subject to the Purchase Price adjustments set forth in Section 1.4, Purchaser shall assume Seller Companies’ outstanding Indebtedness as of the Closing Date specifically set forth on Schedule 1.6 attached hereto (“ Assumed Indebtedness ”); provided , that such Assumed Indebtedness is properly and accurately reflected in the Financial Statements and shall not exceed an aggregate amount of One Million Six Hundred Thousand Dollars ($1,600,000) (“ Indebtedness Cap ”).  In the event the calculation of the Assumed Indebtedness is greater than the Indebtedness Cap, Parent and Seller Companies shall be liable and responsible, jointly and severally, for such Indebtedness in excess of the Indebtedness Cap.

1.7   Escrow Amount .

1.7.1   On the Closing Date, Purchaser shall deposit with the Escrow Agent an aggregate cash amount equal to Six Hundred Fifty Thousand Dollars ($650,000) (the “ Escrow Amount ”) for the purpose of securing the indemnification obligations of Seller Companies and Parent and the post-closing adjustments of the Purchase Price set forth in this Agreement, of which (i) Five Hundred Thousand Dollars ($500,000) (the “ Indemnification Escrow Amount ”) may be used by Purchaser, in its sole and absolute discretion, to satisfy any indemnification Claim under this Agreement or any agreement or instrument contemplated by this Agreement, and (ii) One Hundred Fifty Thousand Dollars ($150,000) (the “ Working Capital Escrow Amount ”) may be used by Purchaser, in its sole and absolute discretion, to satisfy the post-Closing adjustments of the Purchase Price pursuant to Section 1.8.  The Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the escrow agreement substantially in the form of Exhibit 1.7.1 attached hereto (the “ Escrow Agreement ”).  The Escrow Amount shall be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

1.7.2   Subject to the terms and conditions of the Escrow Agreement, not later than six (6) months after the Closing Date, Purchaser and Parent will cause the Escrow Agent to remit to Parent Two Hundred Fifty Thousand Dollars ($250,000) of the Indemnification Escrow Amount, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount in satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby.

1.7.3   Subject to the terms and conditions of the Escrow Agreement, not later than twelve (12) months after the Closing Date, Purchaser and Parent will cause the Escrow Agent to remit to Seller the remaining Indemnification Escrow Amount held by Purchaser, less the sum of any amounts which are owed to or have been retained by Purchaser from the Indemnification Escrow Amount in satisfaction of any indemnification Claims of Purchaser, any pending, unresolved Claims of Purchaser, or any other obligations of any of Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby (other than any amounts retained under Section 1.7.2).

1.7.4   Upon the final resolution of any unresolved Claims of Purchaser, if it is determined that all, or any portion of the remaining Indemnification Escrow Amount, is due to Parent, Purchaser and Parent shall cause the Escrow Agent to make such payment to Parent, less any amount due to Purchaser.

1.7.5   Purchaser shall have the right, in its sole and absolute discretion, to satisfy any amount owed to Purchaser in satisfaction of any indemnification Claim or any other obligations of any of the Seller Companies or Parent under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby from the Indemnification Escrow Amount or to recover such amounts directly from any of the Seller Companies and Parent, jointly and severally, or recover such amount from any remaining portion of the Working Capital Escrow Amount, or any combination of the foregoing.

1.7.6   None of the indemnification Claims of Purchaser under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby shall be limited by the amount of the Indemnification Escrow Amount or limit Purchaser’s rights and remedies under this Agreement or any agreements, documents, instruments, and transactions contemplated hereby, including, but not limited to, Section 8.

1.7.7   Subject to the terms and conditions of the Escrow Agreement, the Working Capital Escrow Amount shall be held by the Escrow Agent and released on the applicable Settlement Date.

1.7.8   Purchaser shall have the right, in its sole and absolute discretion, to satisfy any amount owed to Purchaser in satisfaction of any Working Capital Shortfall, which shall not be subject to the Hurdle Rate, determined in accordance with Section 1.8 from the Working Capital Escrow Amount or to recover such amounts directly from any of the Seller Companies and Parent, jointly and severally, or recover such amount from any remaining portion of the Indemnification Escrow Amount, or any combination of the foregoing.

1.7.9   None of the Working Capital Shortfall Purchase Price adjustments under this Agreement shall be limited by the amount of the Working Capital Escrow Amount or limit Purchaser’s rights and remedies under this Agreement, including, but not limited to, Section 1.8.

1.7.10   The adoption of this Agreement and the approval of the transactions hereby by the board of directors of Parent and the stockholders (or members, as applicable) and board of directors (or similar managing body) of each Seller Company shall each constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement in escrow of the Escrow Amount.

1.8   Purchase Price Adjustments .

1.8.1   Post-Closing Adjustments .  No later than ninety (90) days following the Closing Date, Purchaser shall cause its accountants to prepare and deliver to Parent an unaudited balance sheet (the “ Closing Date Balance Sheet ”) and a calculation of the Closing Date Working Capital, each as of the Closing Date, which shall be prepared by Purchaser in accordance with GAAP and the procedures set forth on Schedule 1.8.1 attached hereto. Purchaser shall also make available to Parent copies of all work papers and other documents and data as was used to calculate the Closing Date Balance Sheet.  Parent shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Working Capital calculation and make any proposed adjustments thereto as provided in Section 1.8.2.

(a)   If it is determined there is a Working Capital Shortfall, the amount of such Working Capital Shortfall shall be paid by Parent or released from the Escrow Amount, as determined by Purchaser in it sole and absolute discretion, to Purchaser on the applicable Settlement Date.

(b)   If it is determined that there is a Working Capital Surplus, the amount of such Working Capital Surplus shall be paid by Purchaser to Parent on the applicable Settlement Date.

(c)   In the event a Working Capital Shortfall is not paid to Purchaser on the Settlement Date pursuant to Section 1.8.1(a) (unless due to the fault of Purchaser), Parent shall also pay to Purchaser interest on the amount of the Working Capital Shortfall at a rate of fifteen percent (15%) per annum, which shall accrue from the Closing Date to the date of actual payment.  In the event a Working Capital Surplus is not paid to Parent on the Settlement Date pursuant to Section 1.8.1(b) (unless due to the fault of Parent), Purchaser shall also pay to Parent interest on the amount of the Working Capital Surplus at a rate of fifteen percent (15%) per annum, which shall accrue from the Closing Date to the date of actual payment.

1.8.2   Dispute Resolution Procedures .   Parent shall have until five (5) days after the delivery of the Closing Date Working Capital calculation, to review such calculation and propose any adjustments thereto.  All adjustments proposed by Parent shall be set out in detail in a written statement delivered to Purchaser (the “ Adjustment Statement ”) and shall be incorporated into the Closing Date Balance Sheet, unless Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the “ Contested Adjustments ” and Purchaser’s objection notice is referred to herein as the “ Contested Adjustment Notice ”) within five (5) days of delivery by Parent to Purchaser of the Adjustment Statement.  If Purchaser delivers a Contested Parent Adjustment Notice to Parent, Purchaser and Parent shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within five (5) days after Purchaser delivers to Parent said Contested Adjustment Notice, either Purchaser or Parent may retain for the benefit of all the parties hereto a nationally recognized independent accounting firm acceptable to both Parent and Purchaser (the “ Independent Accountant ”) to resolve any remaining disputes concerning the Contested Adjustments.  If the Independent Accountant is retained, then (i) Parent and Purchaser shall each submit to the Independent Accountant in writing not later than five (5) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both Parent and Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and nonappealable by, Parent and Purchaser.  The fees and expenses of the Independent Accountant shall be paid by the party whose estimate of the Closing Date Working Capital is furthest from the Independent Accountant’s calculation of the Closing Date Working Capital.  The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Working Capital calculation (the “ Settlement Amount Certificate ”).  The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Purchaser and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

1.8.3   There shall be a “ Settlement Date ” after the calculation of the Closing Date Working Capital which shall mean the following, as applicable:

(a)   If Parent has not timely delivered an Adjustment Statement to Purchaser, fifteen (15) days after the date Parent receives the Closing Date Working Capital calculation;

(b)   If Parent has timely delivered an Adjustment Statement and Purchaser has not timely delivered a Contested Adjustment Notice, five (5) days after the date Purchaser receives the Adjustment Statement;

(c)   If Parent and Purchaser have any disputes regarding Contested Adjustments and they resolve those disputes without the Independent Accountant, five (5) business days after such resolution;

(d)   Five (5) business days after the Independent Accountant delivers the Settlement Amount Certificate, if applicable; or

(e)   Such other date as shall be agreed between Parent and Purchaser.

2.   Representations And Warranties of Parent and Seller Companies .  Parent and each Seller Company, jointly and severally, represents and warrants to Purchaser as of the date hereof and as of the Closing Date as set forth below in this Section 2 .  Each of the representations and warranties shall be deemed material and Purchaser, in executing, delivering and consummating the transactions under this Agreement, has relied and will rely upon the correctness and completeness of each representation and warranty notwithstanding any independent investigation and all the representations and warranties are provided by Parent and Seller Companies to induce Purchaser to enter into this Agreement and consummate the transactions contemplated hereby.

2.1   Corporate Organization, Etc. .  Parent and each Seller Company is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation with full corporate or limited liability company power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets.  Parent and each Seller Company is duly qualified or licensed to do business and is in corporate and Tax good standing in every jurisdiction in which the conduct of its business, the ownership or lease of its properties, require it to be so qualified or licensed. Such jurisdictions are set forth in Schedule 2.1(a) attached hereto. True, complete and correct copies of Parent’s and each Seller Company’s charter, articles of organization and bylaws (or similar documents, as the case may be) as presently in effect are set forth in Schedule 2.1(b) attached hereto. As of the date hereof, neither UIC nor PET has an operating agreement, limited liability company agreement or other similar governance document presently existing or in effect.

2.2   Ownership . All of the authorized, issued and outstanding equity interests, Options, and securities that are convertible into, or exchangeable for, equity interests of each of Seller Companies on a fully diluted basis as of the date hereof (the “ Equity Interests ”), and without giving effect to any of the transactions contemplated hereby, are held beneficially and of record by Parent.  All of the Equity Interests are duly authorized, validly issued, fully paid and nonassessable, are free and clear of any and all Liens, Orders, Contracts or other limitations whatsoever, other than the Permitted Liens, and have been issued in compliance with all applicable securities laws.  Parent is the record and beneficial owner and holder of, and has good and marketable title to, the Equity Interests, free and clear of any and all Liens, Orders, Contracts or other limitations whatsoever, other than the Permitted Liens.  All of the Equity Interests were acquired from third parties or Seller Companies in compliance with all applicable Regulations, free and clear of any rescission and Contract rights.  There are no existing agreements, Options, warrants, rights, calls or commitments of any character to which any Seller Company is a party, or by which any Seller Company is bound, providing for the issuance of any additional Equity Interests, or for the repurchase or redemption of Equity Interests, the voting, transfer, encumbrance of the Equity Interests or any aspect of any Seller Company’s governance or dividends or distributions. There are no outstanding Options or other instruments convertible into or exchangeable for Equity Interests and no commitments to issue or sell such Equity Interests.  No Seller Company has redeemed any Equity Interests in violation of any Contract, Order or Regulation and there are no existing Contracts or Options between Parent on the one hand, and any other Person, on the other hand, regarding the Equity Interests.  No Seller Company has any Contracts containing any profit participation features, stock appreciation rights or phantom stock options, or similar Contracts that allow any Person to participate in the equity of any Seller Company.  The equity ownership record books of Seller Companies that have been delivered to Purchaser for inspection prior to the date hereof are complete and correct in all material respects.

2.3   Subsidiaries .   No Seller Company owns or is obligated, or has a right to, purchase any equity interest in or any other security convertible into or exchangeable for an equity interest in any entity.

2.4   Books and Records .   The minute books of Seller Companies that have been made available to Purchaser for inspection are complete and correct in all material respects and contain all of the proceedings of the directors and managers of each Seller Company, as applicable.  A true and complete list of the incumbent managers, directors and officers of each Seller Company, as applicable, is set forth in Schedule 2.4 attached hereto.  No Seller Company has any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) that (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of Seller Companies.

2.5   Authorization, Etc .  

2.5.1   Each Seller Company and Parent have full power and authority to enter into this Agreement and the agreements, documents and transactions contemplated hereby to which Seller Companies or Parent are parties and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by Parent and the Board of Directors or the Board of Managers, as applicable, of each Seller Company, and no other corporate proceedings on their part are necessary to authorize this Agreement or any of the agreements, documents and transactions contemplated hereby and thereby, except as provided in Section 4.10 hereto.  This Agreement and all other agreements contemplated hereby to be entered into by Seller Companies and/or Parent each constitutes a legal, valid and binding obligation of Seller Companies and/or Parent enforceable against each Seller Company and/or Parent in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, rehabilitation, moratorium or similar laws, now or hereafter in effect, of general application relating to or affecting creditors’ rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and for the limitations imposed by general principles of equity.

2.5.2   Except as set forth in Schedule 2.5.2 attached hereto, the execution, delivery and performance by Seller Companies and Parent of this Agreement, and all other agreements contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by Seller Companies and Parent, do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in the creation of any Lien upon the Acquired Assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any third party or Authority pursuant to, the charter, articles of organization, bylaws or operating agreement (or similar constating documents) of any Seller Company or Parent, as the case may be, or any applicable Regulation, Order or Contract to which any Seller Company, Parent or their respective assets and properties (including the Acquired Assets) or the Equity Interests are subject.  Parent and each Seller Company have complied with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement and the agreements and transaction contemplated hereby.

2.6   Title and Related Matters .  

2.6.1   Except as set forth in Schedule 2.6.1 attached hereto, Seller Companies have good and marketable title to all real and personal, tangible and intangible, property and other assets reflected in the Financial Statements or acquired after the Financial Statement Date, free and clear of all Liens, Claims and Orders except Permitted Liens.  All properties used in the Business for the periods covered by the Financial Statements are reflected in the Financial Statements in accordance with and to the extent required on an accrual accounting basis.   Schedule 2.6.1 attached hereto sets forth a complete and accurate summary of all leased assets that have annual rental payments in excess of $10,000, describing the expiration date of such lease, the name of the lessor, the annual rental payment and whether a consent is required from the lessor to consummate the transactions contemplated hereby.

2.6.2   All Parent’s and Seller Companies’ leases that are part of the Acquired Assets are in full force and effect, and valid and enforceable in accordance with their respective terms.  Neither Parent nor any Seller Company has received any notice of, and there exists no event of default or event which constitutes or would constitute (with notice or lapse of time or both), any default by Parent, any Seller Company or any other Person under any lease.  All rent and other amounts due and payable with respect to Parent’s and Seller Companies’ leases that are part of the Acquired Assets have been paid through the date of this Agreement, and all rent and other amounts due and payable with respect to Parent’s and Seller Companies’ leases that are part of the Acquired Assets and are due and payable on or prior to the Closing Date will have been paid prior to the Closing Date.  All lessors under the leases that are part of the Acquired Assets have consented (where such consent is necessary) or prior to the Closing will have consented (where such consent is necessary) to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby without requiring material modification in the rights or obligations thereunder.  Neither Parent nor any Seller Company has received any written notice that the landlord with respect to any real property lease that is part of the Acquired Assets would refuse to renew such lease upon expiration of the period thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.

2.6.3   None of the Acquired Assets belonging to Parent or Seller Companies is or will be on the Closing Date subject to any (i) Contracts of sale or lease except as set forth in Schedule 2.6.3 attached hereto, except Contracts for the sale of inventory in the ordinary and regular course of business or (ii) Liens, except for Permitted Liens and the Liens set forth in Schedule 2.6.3 attached hereto.

2.6.4   Except as set forth in Schedule 2.6.4 attached hereto, the buildings, structures and improvements included within the Acquired Assets’ real property (collectively, the “ Improvements ”) have complied and comply in all material respects with all applicable Regulations, including building and zoning ordinances and no material alteration, repair, improvement or other work that could give rise to a Lien has been performed in respect to such Improvements within the last 120 days.  The Improvements and the mechanical systems situated therein, including without limitation the heating, electrical, air conditioning and plumbing systems, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used, and the roof of each Improvement is in satisfactory condition and is not in need of current repair or replacement.  The Acquired Assets’ real property and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any Regulation or Order affecting the real property (other than possible set back violations, none of which will have a Material Adverse Effect on the Business’s real property or its continued use, occupancy and operation as currently used, occupied and operated), and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvements in the event of casualty, is not dependent on any special Permit, exception, approval or variance.  There is no pending or, to the knowledge of Parent and Seller Companies, threatened or proposed proceeding or governmental action to modify the zoning classification of, or to take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise to take or restrict in any way the right to use, develop or alter, all or any part of the Business’ real property that would have a Material Adverse Effect.  To the knowledge of Parent and Seller Companies, there are no encroachments upon any of the Business’ real property, and no portion of any Improvement owned by Parent or Seller Companies encroaches upon any property not included within the Business’ real property or upon the area of any easement affecting the Business’ real property.  Each Improvement has direct access, adequate for the Business, in the ordinary course, to a public street adjoining the Business’ real property on which such Improvement is situated, and, to the knowledge of Parent and Seller Companies, no existing way of access to any Improvement crosses or encroaches upon any property or property interest not included in the Acquired Assets.

2.6.5   There has not been since the Financial Statement Date, and will not be prior to the Closing Date, any sale, lease, or any other disposition or distribution by Parent or any Seller Company of any Acquired Assets, now or hereafter owned by it, except transactions in the ordinary and regular course of business or as otherwise consented to by Purchaser.  Immediately after the Closing, Purchaser will own, or have the unrestricted right to use, all properties and assets that are used (or necessary) in connection with the Business, except for the Excluded Assets, on the same economic basis as before the Closing.

2.6.6   The Acquired Assets constitute all of the assets necessary or appropriate for the continued operation of the Business.

2.6.7   All of the Acquired Assets consisting of tangible assets are located at the Locations and are in good working condition, except for reasonable wear and tear, and are sufficient for the purposes for which such Acquired Assets are currently used and for the purpose proposed to be used in the operations of the Business pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.  No Seller Company nor Parent is aware of the need to replace or purchase any material equipment for use in the operation of the Business prior to Closing or after the Closing pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby, except as related to the Imaging Centers Capital Expenditures.  All such Acquired Assets are reflected in the Financial Statements at net book value.

2.7   Financial Statements .  

2.7.1   Attached hereto as Schedule 2.7.1 are (i) unaudited profit and loss statements and balance sheets of each Seller Company for each twelve (12) month period ended September 30, 2008 and December 31, 2007 and (ii) a detailed calculation of the billings, collections and scans performed in connection with the Business for the four (4) month period ended January 31, 2009 (collectively herein referred to as the “ Financial Statements ” and September 30, 2008 is herein referred to as the “ Financial Statement Date ”).  The balance sheets fairly present the financial position of each Seller Company as of the dates set forth therein, in accordance with accrual accounting methods.  The Financial Statements were prepared from the books and records of Seller Companies.  Seller Companies do not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes.  No Seller Company has in the past three (3) fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by such Seller Company.  No Seller Company has any obligation to make any Investments in any Person.  All properties used in the Business during the period covered by the Financial Statements are reflected in the Financial Statements in accordance with and to the extent required by accrual accounting methods.

2.7.2   Except as set forth in Schedule 2.7.2 attached hereto, no Seller Company has any Indebtedness, obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, known or unknown to Seller Companies, whether due or to become due) arising out of transactions entered into at or prior to the Closing Date, or any state of facts existing at or prior to the Closing Date, other than:  (i) liabilities set forth in the September 30, 2008 balance sheets of Seller Companies, or (ii) liabilities and obligations that have arisen after September 30, 2008 in the ordinary course of business (none of which is a liability resulting from breach of a Contract, Regulation, Order or warranty, tort, infringement or Claim).

2.7.3   Except as set forth in Schedule 2.7.3 attached hereto, there is no Person that has Guaranteed, or provided any financial accommodation of, any Indebtedness, obligation or liability of any Seller Company or for the benefit of any Seller Company for the periods covered by the Financial Statements other than as set forth in the Financial Statements.  Seller Companies’ accounting systems and controls are sufficient to detect material fraud and inaccuracies in the financial reporting processes and reports.

2.8   Absence of Certain Changes .  Except as set forth on Schedule 2.8 attached hereto, since the Financial Statement Date, there has not been any (a) Material Adverse Change in the business, operations, properties, assets, condition (financial or otherwise), results, plans, strategies or prospects of any Seller Company; (b) damage, destruction or loss, whether covered by insurance or not, having a cost of $10,000 or more, with regard to Seller Companies’ property and business; (c) declaration, setting aside or payment of any dividend or distribution (whether in cash, ownership interest or property) with respect to any of the Equity Interests; (d) redemption or other acquisition of any of the Equity Interests; (e) increase in the compensation payable to or to become payable by any Seller Company to its officers or employees working in the Business or any adoption of or increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees or any Affiliate of any Seller Company; (f) entry into any material Contract not in the ordinary course of business, including without limitation, any borrowing from any new lender or in excess of the existing credit limits or capital expenditure (except for the capital expenditures set forth in Schedule 2.30 attached hereto); (g) change by any Seller Company in accounting methods or principles or any write-down, write-up or revaluation of any Acquired Assets of any Seller Company, except depreciation accounted for in the ordinary course of business and write downs of inventory which reflect the lower of cost or market and which are in the ordinary course of business and in accordance with accrual accounting methods; (h) failure to promptly pay and discharge current liabilities or agree with any party to extend the payment of any current liability; (i) Lien placed on any of the Acquired Assets other than Permitted Liens; (j) sale, assignment, transfer, lease, license or otherwise placement of a Lien on any of the Acquired Assets, except in the ordinary course of business consistent with past practice, or canceled any material debts or Claims; (k) sale, assignment, transfer, lease, license or otherwise placement of a Lien on any Intellectual Property rights or other intangible assets, disclosure of any material confidential information to any Person or abandoned or permitted to lapse any Intellectual Property rights; (l) making of, or commitment to make, any charitable contributions or pledges exceeding in the aggregate $25,000; or (m) agreement, whether orally or in writing, to do any of the foregoing.

2.9   Accounts Receivable .  The gross amount of the accounts receivable and notes receivable of Seller Companies reflected in the Financial Statements and the gross amount of such additional accounts receivable as are reflected on the books of Seller Companies on the date hereof represent the gross amount of all outstanding accounts and notes receivable of Seller Companies and are current, good and collectible against account debtors for services rendered in accordance with the usual business practices and historical collection experience of Seller Companies and are subject to no counterclaims, and have been outstanding for the periods indicated in the aging analysis at Schedule 2.9 attached hereto.  The gross amount of all outstanding accounts and notes receivable of Seller Companies are due, valid, genuine and subsisting Claims against account debtors arising out of bona fide services rendered in accordance with the usual business practices and historical collection experience of Seller Companies and are subject to no counterclaims, defenses, deductions or set-offs and have been outstanding for the periods indicated in the aging analysis at Schedule 2.9 attached hereto. No Seller Company nor Parent knows of any reason why such accounts receivable would not be collectible by Seller Companies according to approximately the same ratios as accounts receivable have been historically collectible by Seller Companies.  The gross amount of all outstanding accounts and notes receivable included on Schedule 2.9 attached hereto and generated through the Closing Date arose in the ordinary course of business.  No Seller Company has incurred any liabilities to patients for discounts except as provided in the Financial Statements.

2.10   Agreements and Commitments .  

2.10.1   Except as set forth in Schedule 2.10.1 attached hereto, in connection with the Business, neither Parent nor any Seller Company is a party to any written or oral:

(a)   pension, profit sharing, Option, employee ownership purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor group;

(b)   Contract relating to loans to officers, directors, managers, Parent or any Affiliates thereof;

(c)   Contract relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any Acquired Asset;

(d)   Guarantee that will be an Assumed Obligation;

(e)   Contract that will be an Acquired Asset under which Parent or any Seller Company has advanced or loaned or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000;

(f)   Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies;

(g)   Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person;

(h)   warranty Contract with respect to its services rendered or its products sold or leased;

(i)   Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world;

(j)   Contract for the purchase, acquisition or supply of inventory and other property and assets, whether for resale or otherwise in excess of $10,000;

(k)   Contracts with independent  agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000;

(l)   employment, consulting, sales, commissions, advertising or marketing Contracts;

(m)   Contract with Physicians;

(n)   Contracts providing for “take or pay” or similar unconditional purchase or payment obligations;

(o)   Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract;

(p)   Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby;

(q)   nondisclosure or confidentiality Contracts;

(r)   power of attorney or other similar Contract or grant of agency;

(s)   third party payor Contract or other Contract from which any Seller Company is reimbursed or otherwise paid for the provision of healthcare services; or

(t)   Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any purchase orders in the ordinary course of business.

2.10.2   Parent and each Seller Company has performed in all material respects all obligations required to be performed by it and is not in default in any respect under or in breach of nor in receipt of any Claim of default or breach under any material Contract that is an Acquired Asset or to which Parent or such Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance under any material Contract that is an Acquired Asset to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any knowledge of any breach or anticipated breach by the other Persons to any such Contract to which it is a party.

2.10.3   Parent and Seller Companies have delivered to Purchaser true and complete copies of all the Contracts and documents listed in the schedules to this Agreement.

2.10.4   Schedule 2.10.4 attached hereto sets forth a complete and accurate list of each outstanding bid or proposal for business submitted by Seller Companies in excess of $10,000.

2.10.5   Except as set forth on Schedule 2.10.5 attached hereto, no party to any Contract has, within the twelve (12) months preceding the date hereof, given Parent or any Seller Company written notice repudiating any provision thereof or indicating an intention to exercise any right of cancellation, termination or non-renewal thereof.

2.10.6   Except as set forth on Schedule 2.10.6 attached hereto, each Contract is assignable to Purchaser without the consent of any third party or any increase in any payment or change in any term provided for thereunder, and no Contract requires the consent of any other party, any increase in any payment or change in any term provided for thereunder, in connection with the transactions contemplated hereby.

2.11   Government Contracts .  Except as set forth on Schedule 2.11 attached hereto:

2.11.1   Neither Parent nor any Seller Company is a party to any Contract or subject to any Regulation that would result in the termination of any Government Contract that is part of the Business or that would impose any limitation on Seller Companies’ ability to perform a Government Contract that is part of the Business or to continue the Business (whether as the Business is conducted prior to Closing or as the Business is contemplated to be conducted pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby).

2.11.2   No payment has been made by Parent, any Seller Company or by any Person authorized to act on its behalf, to any Person in connection with any Government Contract of any Seller Company or Parent in violation of applicable United States or foreign procurement Regulations, including without limitation any criminal or civil Regulations relating to bribes or gratuities, or in violation of the Foreign Corrupt Practices Act.

2.11.3   With respect to each Government Contract that is part of the Business to which any Seller Company or Parent is a party:  (i) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and correct as of their effective date, and each Seller Company and Parent have complied with all such representations and certifications; (ii) neither the United States government nor any prime contractor, subcontractor or other Person has notified a Seller Company or Parent, either orally or in writing, that such Seller Company or Parent has breached or violated any Regulation, or any certificate, representation, clause, provision or requirement pertaining to such Government Contract; and (iii) no termination for convenience or termination for default has occurred within the last three (3) years, and no cure notice or show cause notice is currently in effect pertaining to, such Government Contract.

2.11.4   Neither Parent, any Seller Company nor any of their directors, managers, officers, employees or owners is (or during the last five (5) years has been) under administrative, civil or criminal investigation or indictment by any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract that is part of the Business.  During the last five (5) years, neither Parent, nor any Seller Company has conducted or initiated any internal investigation or made a voluntary disclosure to the United States government related to the same.

2.11.5   There exist (i) no outstanding Claims against any Seller Company or Parent, either by the United States government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract that is part of the Business, and (ii) no disputes between any Seller Company or Parent, on the one hand, and the United States government, on the other hand, under the Contract Disputes Act or any other federal Regulation or between any Seller Company or Parent on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under or relating to any Government Contract that is part of the Business.

2.11.6   No Seller Company, nor any of their directors, managers, officers, employees or owners is (or during the last five (5) years has been) suspended or debarred from doing business with the United States government or other Authority or is (or during such period was) the subject to a finding of nonresponsibility or ineligibility for United States government contracting.

2.12   Litigation .   Schedule 2.12 attached hereto sets forth a true and complete list of all Claims and Orders involving any Seller Company, Parent and/or, to the knowledge of Seller Companies and Parent, the PA since January 1, 2005 relating to the Business.  Except as set forth in Schedule 2.12 attached hereto, to the best knowledge of Seller Companies and Parent, there is no Claim or Order relating to the Business threatened against or affecting Parent, any Seller Company, the PA, the Acquired Assets, the Business or the Equity Interests, nor is there any reasonable basis therefor.  Neither Parent, any Seller Company nor, to the knowledge of Seller Companies and Parent, the PA is in default under or with respect to any Order described in Schedule 2.12 attached hereto.  Except as set forth on Schedule 2.12 attached hereto, Parent, each Seller Company and, to the knowledge of Seller Companies and Parent, the PA are fully insured with respect to each of the matters set forth on Schedule 2.12 attached hereto and neither Parent, any Seller Company nor, to the knowledge of Seller Companies and Parent, the PA has received any opinion or a memorandum or advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or obligations that could have an adverse effect in excess of $10,000.  In connection with the Business, no Authorities are currently conducting investigations, and there are no proceedings, against any Seller Company, Parent or, to the knowledge of Seller Companies and Parent, the PA and, to Seller Companies’ and Parent’s knowledge, no such investigation or proceeding is being threatened.

2.13   Taxes .  

2.13.1   Tax Returns .   Seller Companies have timely filed or caused to be timely filed or will timely file or cause to be timely filed (taking into account any applicable extension of time within which to file) with the appropriate Taxing Authorities all Federal, state, foreign and local Tax returns, statements, forms, reports and other documents (including elections, declarations, disclosures, schedules, estimates and information tax returns) for Taxes (“ Tax Returns ”) that are required to be filed by, or with respect to, the income or operations of the Business or the ownership of the Acquired Assets on or prior to the Closing Date.  Such Tax Returns are and will be true, correct and complete in all material respects.  Other than as set forth on Schedule 2.13.1 attached hereto, Seller Companies have not requested any extension of time within which to file any Tax Return.  The Tax Returns that covered or will cover periods prior to the Closing Date have accurately reflected and will accurately reflect all liability for Taxes of Seller Companies for the periods covered thereby.

2.13.2   Payment of Taxes .   Except as set forth on Schedule 2.13.2, all Taxes and Tax liabilities due by or with respect to the income, assets or operations of the Business and the ownership of the Acquired Assets for all taxable years or other taxable periods that end on or before the Closing Date and, with respect to any taxable year or other taxable period beginning on or before and ending after the Closing Date, the portion of such taxable year or period ending on and including the Closing Date have been or will be timely paid in full.

2.13.3   Other Tax Matters .

(a)   Except as set forth on Schedule 2.13.3(a), since January 1, 2004, no Seller Company has been, nor to its knowledge will be, the subject of an audit or other examination of Taxes by the Taxing Authorities of any nation, state or locality with respect to the income or operations of the Business or the ownership of the Acquired Assets; and, to the knowledge of Parent, Seller Companies or any officer or employee of Seller Companies, no such audit is contemplated or pending; and neither Parent nor any Seller Company has received any written notices from any Taxing Authority relating to any issue that could affect any Tax liability with respect to the income or operations of the Business or the ownership of the Acquired Assets.

(b)   No Seller Company nor Parent has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes with respect to the income or operations of the Business or the ownership of the Acquired Assets that has not expired and is not presently contesting the Tax liability with respect to the income or operations of the Business or the ownership of the Acquired Assets before any Taxing Authority or court, tribunal or agency.

(c)   All Taxes that Seller Companies are required by law to withhold or collect with respect to the income or operations of the Business or the ownership of the Acquired Assets in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party have been duly withheld or collected, and have been timely paid over to the proper Taxing Authorities to the extent due and payable.

(d)   There are no existing or, to Parent’s and Seller’s Companies’ knowledge, threatened Liens for Taxes upon the Acquired Assets or the Equity Interests except for Liens for current Taxes not yet due and payable.

(e)   Neither Parent nor any Seller Company has received a written notice of a Claim made by any Taxing Authority in a jurisdiction where a Seller Company does not file Tax Returns with respect to the income or operations of the Business or the ownership of the Acquired Assets that a Seller Company is or may be subject to taxation by that jurisdiction with respect to the income or operations of the Business or the ownership of the Acquired Assets.

(f)   There are no material security interests on any of the Acquired Assets that arose in connection with any failure (or alleged failure) to pay any Taxes.

(g)   No Seller Company has been included in any “consolidated,” “unitary” or “combined” Tax Return provided for under the law of the United States, any foreign jurisdiction or any state or locality with respect to Taxes for any taxable period for which the statute of limitations has not expired. The basis of any depreciable assets, and the methods used in determining allowable depreciation (including cost recovery) of each Seller Company, are, to the best knowledge of Seller Companies, correct and in compliance with the Code.

(h)   There are no tax sharing, allocation, indemnification or similar agreements in effect as between any Seller Company or any predecessor or Affiliate thereof and any other party (including Parent or any predecessors or Affiliates thereof) under which Purchaser or any Seller Company could be liable for any Taxes or other Claims of any party.

(i)   Neither Parent nor any Seller Company is a “foreign person” within the meaning of Section 1445 of the Code.

(j)   Neither Parent nor any Seller Company has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the five-year period ending on the date hereof.

(k)   No indebtedness of any Seller Company consists of “corporate acquisition indebtedness” within the meaning of Section 279 of the Code.

(l)   No Seller Company has applied for, been granted, or agreed to any accounting method change for which such Seller Company will be required to take into account any adjustment under Section 481 of the Code or any similar provision of the Code or the corresponding tax laws of any nation, state or locality.

(m)   No Seller Company is a party to any agreement that would require Parent, such Seller Company or any Affiliate thereof to make any payment that would constitute an “excess parachute payment” for purposes of Sections 280G and 4999 of the Code.

(n)   Seller Companies have delivered or made available to Purchaser copies of each of the Tax Returns for income Taxes filed on behalf of each Seller Company since January 1, 2006.

(o)   Seller Companies have not engaged in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b).

(p)   No power of attorney has been granted by any Seller Company with respect to any matter relating to Taxes that is currently in force.

2.14   Banking Arrangements .   Schedule 2.14 attached hereto sets forth the name of each bank in or with which each Seller Company or, to Seller Companies’ knowledge, the PA, has an account, credit line or safety deposit box, and a brief description of each such account, credit line or safety deposit box, including the names of all persons currently authorized to draw thereon or having access thereto.

2.15   Liens; Indebtedness; Collateral .  Except as disclosed in Schedule 2.15 attached hereto (a) there are no Liens, Claims or Orders on or with respect to the Business or any of the Acquired Assets or the Equity Interests, (b) Seller Companies have no Indebtedness or liabilities of any nature, whether accrued, absolute, contingent or otherwise with respect to the Business and the Acquired Assets, (c) no Seller Company has pledged any of its accounts receivable or Acquired Assets with respect to any liability, obligation or Indebtedness of such Seller Company or otherwise to any Person, and (d) Parent has not pledged any of the Equity Interests with respect to any liability, obligation or Indebtedness of any Seller Company or otherwise to any Person.  Except as disclosed in Schedule 2.15 attached hereto, there are no facts in existence on the date hereof known or that should be known to any Seller Company or Parent that might reasonably serve as the basis for any Lien, Claim or Order of any Seller Company or Parent.

2.16   Licenses .  Each Seller Company and the PA has at all times had all material Permits needed or required by law to operate the Business (collectively, the “ Licenses ”).   Schedule 2.16 attached hereto is an accurate list and summary description of all such Licenses owned or held by Seller Companies relating to the ownership, development or operations of the Business or any of the Acquired Assets, all of which are now and as of Closing Date shall be in good standing and full force and effect and not subject to meritorious challenge, and to the knowledge of Parent and Seller Companies, no suspension or cancellation of any such Licenses is threatened and there is no basis for believing that any such Licenses will not be renewable upon expiration.

2.17   Compliance with Law .  

2.17.1   Parent, Seller Companies and the PA are and have at all times been in material compliance with all applicable statutes, rules, Regulations, Orders and requirements of all federal, state, and local commissions, boards, bureaus, and agencies having jurisdiction over Parent, Seller Companies, the PA and the Business and the operations of the Business at each Location, including, but not limited to, the false claims, false representations, anti-kickback and all other provisions of the Medicare/Medicaid fraud and abuse laws (42 U.S.C. § 1320a-7 et seq.), the physician self-referral provisions of the Stark Law (42 U.S.C. § 1395nn) and the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA ”), including the final regulations promulgated thereunder. Parent, Seller Companies and the PA have timely and accurately filed all material reports, returns, data, and other information required by federal, state, municipal or other governmental authorities that control, directly or indirectly, Parent’s, Seller Companies’ or the PA’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns.  No such report or return has been inaccurate, incomplete or misleading. Parent, Seller Companies and the PA have timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which Parent, Seller Companies and/or the PA participate that are due on or before the Closing Date or that relate to services provided at the Locations on or before the Closing Date.  There are no Claims pending or, to the knowledge of Parent and Seller Companies, threatened or scheduled before any authority, including without limitation any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by Parent, Seller Companies and/or the PA on or before the Closing Date, or program compliance matters, that could have a detrimental effect on Parent, Seller Companies and/or the PA, the operations or utility thereof, or the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.  Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to Seller Companies’ and the PA’s Medicare and Medicaid contracts and filings, no valid program integrity review related to Parent, Seller Companies or the PA has been conducted by any authority in connection with the Medicare or Medicaid programs, and no such review is scheduled, pending, or, to Parent’s or Seller Companies’ knowledge, threatened against or affecting Seller Companies, the PA the Business, the Acquired Assets, or the consummation of the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.

2.17.2   With respect to HIPAA, each Seller Company and the PA has in place plans, policies and or procedures designed to comply with the Standards for Privacy of Individually Identifiable Health Information, the Security Standards for the Protection of Electronic Protected Health Information and the Standards for Electronic Transactions and Code Sets promulgated pursuant to HIPAA and any New Jersey laws relating to patient privacy and/or the security, use or disclosure of health care records (collectively, the “ HIPAA Regulations ”).   Schedule 2.17.2 attached hereto describes all plans and other efforts of the PA and Seller Companies to comply with the HIPAA Regulations, if and to the extent applicable, whether such plans and efforts have been put into place or are in process.   Schedule 2.17.2 attached  hereto includes but is not limited in any manner whatsoever to any privacy compliance plan or security compliance plan of the PA and Seller Companies (collectively or individually) in place or in development, and any plans, analyses or budgets relating to information systems including but not limited to necessary purchases, upgrades or modifications to further any of PA’s and Seller Companies’ efforts to comply with the HIPAA Regulations.  Seller Companies have provided Purchaser with true, accurate and complete copies of the PA and Seller Companies’ manuals and plans designed to comply with the HIPAA Regulations.

2.18   Rates and Reimbursement Policies .  No Seller Company has any rate appeal currently pending before any Authority or any administrator of any third-party payor program.  No Seller Company nor Parent has any knowledge of any applicable affecting rates or reimbursement procedures that has been enacted, promulgated or issued within the eighteen (18) months preceding the Closing Date or any such legal requirement proposed or currently pending in the State of New Jersey or at the federal level that could have a Material Adverse Effect on any Seller Company or may result in the imposition of additional Medicaid, Medicare, charity, free care or welfare obligations, or other discounted or government assisted patients of the Business.  No Seller Company nor Parent has any knowledge of any impending proposed reduction in reimbursement from third party or other payors.

2.19   Physicians .   Schedule 2.19 attached hereto sets forth a list of each physician (the “ Scheduled Physicians ”) who has or had a financial relationship (including without limitation, professional reading, medical director, supervision, shared ancillary, and block lease arrangement) with any Seller Company, the PA or the Imaging Centers within the twenty four (24) calendar months immediately prior to Closing.  The aggregate compensation, if any, paid to any physician set forth on Schedule 2.19 attached hereto is consistent with fair market value in arm’s length transactions and the services contracted for do not exceed that which are reasonably necessary to accomplish the commercially reasonable business purpose of the services.  True, accurate and complete copies of any agreements with the Scheduled Physicians have been provided to Purchaser.  Seller Companies or the PA have properly disclosed to and obtained approval from CMS for each physician who performs professional interpretations on behalf of Seller Companies and any Imaging Center and for whom Seller Companies bill (the “ Reading Physicians ”) and has caused each of the Reading Physicians to properly execute and file or cause to be filed with the appropriate carrier or other Authority a Medicare 855-R reassignment permitting Seller Companies or the PA to bill on behalf of such physician or otherwise comply with the Medicare purchase diagnostic interpretation rules.  Each Seller Company or the PA has properly disclosed to and obtained approval from CMS for each physician who supervises the provision of any diagnostic test at an Imaging Center (the “ Supervising Physicians ”, and, together with the Reading Physicians and Scheduled Physicians, the “ Physicians ”), and each Supervising Physician has properly executed a true, accurate and complete Attachment 2 to the CMS 855-B application, which has been filed with the appropriate carrier or other Authority.  To Parent’s and/or Seller Companies’ knowledge, no Physician has threatened to discontinue or to terminate his or her relationship with any Seller Company or the PA or otherwise not to read for any Seller Company or the PA.  To Parent’s and/or Seller Companies’ knowledge, none of the Physicians has expressed plans to retire from the practice of medicine in the next five (5) years.  

2.19.1   During the three (3) years preceding the Closing Date, to Seller Companies’ knowledge, Kessler and all other Physicians have been duly licensed and registered, and in good standing by the State of New Jersey to engage in the practice of medicine, and said license and registration have not been suspended, revoked or restricted in any manner;

2.19.2   During the three (3) years preceding the Closing Date, to Seller Companies’ knowledge, Kessler and all other Physicians have had current controlled substances registrations issued by the State of New Jersey and the United States Drug Enforcement Administration, which registrations have not been surrendered, suspended, revoked or restricted in any manner;

2.19.3   Except as disclosed in Schedule 2.19.3 attached hereto, neither Parent nor any Seller Company, as applicable, has been a party or subject to:

(a)   Any malpractice Claim (whether or not filed in court), settlement, settlement allocation, judgment, verdict or decree;

(b)   Any disciplinary, peer review or professional review investigation, proceeding or action instituted by any licensure board, hospital, medical school, health care facility or entity, professional society or association, third-party payor, peer review or professional review committee or body, or governmental agency;

(c)   Any criminal complaint, indictment or criminal proceedings;

(d)   Any investigation or proceedings, whether administrative, civil or criminal, relating to an allegation of filing false health care Claims, violating anti-kickback or fee-splitting laws, or engaging in other billing improprieties;

(e)   Any allegation, or any investigation or proceeding based on any allegation of violating professional ethics or standards, or engaging in illegal, immoral or other misconduct (of any nature or degree); or

(f)   Any denial or withdrawal of an application in any state for licensure as a physician, for medical staff privileges at any hospital or other health care entity, for board certification or recertification, for participation in any third-party payment program, for state or federal controlled substances registration, or for malpractice insurance.

2.19.4   With respect to all operations, practices, real property, plants, structures, machinery, equipment and other property, employees, products and services and all other aspects of the Business, Seller Companies and the PA have continuously operated in compliance with all applicable Regulations and Orders, including, without limitation, all Regulations relating to the safe conduct of business, environmental protection, quality and labeling, antitrust, consumer protection, sanitation, fire, zoning, building and occupational safety, and in addition, with respect to Seller Companies, in compliance with all applicable Regulations and Orders relating to equal opportunity, discrimination and health. There are no Claims pending, or, to the knowledge of Parent and Seller Companies,  threatened, nor has any Seller Company nor Parent received any written notice regarding any violations of any Regulations or Orders enforced by any Authority claiming jurisdiction over Seller Companies, Parent, the PA, the Business or the Acquired Assets.

2.19.5   Seller Companies and the PA hold all material registrations, accreditations and other certifications required for the conduct of the Business by any Authority or trade group and Seller Companies and the PA have operated in compliance with the terms and conditions of all such registrations, accreditations and certifications.  Neither Parent, any Seller Company nor, to the knowledge of Seller Companies and Parent, the PA has received any notice alleging that any Seller Company or, to the knowledge of Seller Companies and Parent, the PA has failed to hold any such material registration, accreditation or other certification.

2.20   Improper and Other Payments .  (a) No Seller Company, nor any director, manager, officer, key employee thereof, nor, to Parent’s or Seller Companies’ knowledge, any agent or representative of any Seller Company nor any Person acting on behalf of any Seller Company or Parent, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person or Authority, (b) no contributions have been made, directly or indirectly, to a domestic or foreign political party or candidate, (c) no improper foreign payment (as defined in the Foreign Corrupt Practices Act) has been made, and (d) the internal accounting controls of Seller Companies are believed by Parent’s and Seller Companies’ management to be adequate to detect any of the foregoing under the circumstances of the Business currently and previously.

2.21   Intellectual Property .

2.21.1   Schedule 2.21.1 attached hereto is a complete and accurate list of all Intellectual Property used or held for use in the Business by Seller Companies or Parent.  To the extent indicated on such schedule, the Intellectual Property set forth on Schedule 2.21.1 attached hereto has been duly registered in, filed in or issued by the United States Patent and Trademark Office, United States Copyright Office, a duly accredited and appropriate domain name registrar, the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions (foreign and domestic), and each such registration, filing and issuance remains in full force and effect as of the Closing Date.  Copies of all items of Business Intellectual Property on Schedule 2.21.1 attached hereto and other material Intellectual Property used or held for use in the Business,   which have been reduced to writing or other tangible form, have been delivered by Seller Companies to Purchaser (including, without limitation true and complete copies of all related licenses, and amendments and modifications thereto).

2.21.2   Except as set forth in Schedule 2.21.2 attached hereto, no Seller Company is a party to any license or Contract, whether as licensor, licensee, or otherwise with respect to any Intellectual Property. To the extent any Intellectual Property is used under license in the Business by Seller Companies, no notice of a material default has been sent or received by any Seller Company under any such license that remains uncured, and the execution, delivery or performance of Seller Companies’ obligations hereunder will not result in such a default.  Each such license agreement is a legal, valid and binding obligation of Seller Companies and each of the other parties thereto, enforceable in accordance with the terms thereof.

2.21.3   Seller Companies exclusively own or are licensed to use all of the Business Intellectual Property used or held for use in the Business, free and clear of any Liens, Orders and other adverse Claims, without obligation to pay any royalty or any other fees with respect thereto.  Seller Companies do not use any Intellectual Property other than the Business Intellectual Property and other Intellectual Property licensed to Seller Companies pursuant to valid and enforceable license agreements.  To the knowledge of Parent and Seller Companies, Seller Companies’ use of the Business Intellectual Property (including, without limitation, the manufacturing, marketing, licensing, sale or distribution of products and the general conduct and operations of the Business) does not violate, infringe, misappropriate or misuse any intellectual property rights of any third party.  No Business Intellectual Property has been cancelled, abandoned or otherwise terminated and all renewal and maintenance fees in respect thereof have been duly paid.  There are no actions that must be taken or payments that must be made by Seller Companies within 180 days following the Closing Date that, if not taken, will adversely affect Business Intellectual Property.  Seller Companies have the exclusive right to file, prosecute and maintain all applications and registrations with respect to the Business Intellectual Property.

2.21.4   Neither Parent nor any Seller Company has received any written notice or Claim from any third party challenging the right of any Seller Company to use any of the Business Intellectual Property or other Intellectual Property.  The Business Intellectual Property, together with the other Intellectual Property licensed to Seller Companies pursuant to valid and enforceable license agreements, constitutes all the Intellectual Property necessary to operate the Business as of the Closing Date and thereafter, in the manner in which it is presently operated and pursuant to the transactions contemplated pursuant to this Agreement and the agreements, documents and transactions contemplated hereby and thereby.

2.21.5   Except as set forth in Schedule 2.21.5 attached hereto, no Seller Company has made any Claim in writing of a violation, infringement, misuse or misappropriation by any third party (including, without limitation, any employee or former employee of such Seller Company) of its rights to, or in connection with any Business Intellectual Property, which Claim is still pending.  Except as set forth in Schedule 2.21.5 attached hereto, no Seller Company has entered into any Contract to indemnify any other Person against any charge of infringement of any Intellectual Property, other than indemnification provisions contained in purchase orders or license agreements arising in the ordinary course of business.

2.21.6   To the best knowledge of Parent and Seller Companies, there are no pending or threatened Claims by any Person or Authority of any violation, infringement, misuse or misappropriation by Seller Companies of any Intellectual Property owned by any third party, or of the invalidity of any patent or registration of a copyright, trademark, service mark, domain name, or trade name included in Business Intellectual Property.  No Seller Company nor Parent knows of any valid basis for any such Claim(s).

2.21.7   Seller Companies have taken all necessary and reasonable steps to protect and preserve the confidentiality of all trade secrets, know-how, source codes, databases, customer lists, schematics, ideas, algorithms and processes and all use, disclosure or appropriation thereof by or to any third party has been pursuant to the terms of a written agreement between such third party and Seller Companies.  No Seller Company has breached any Contracts of non-disclosure or confidentiality.

2.21.8   None of the Intellectual Property used, owned or licensed by HealthIXS Corporation, a wholly-owned subsidiary of Parent, is used in, related to, licensed by or necessary in any manner whatsoever for the operation of the Business or the ownership of the Acquired Assets.

2.21.9   For the twelve (12) month period prior to the Closing Date, the Internet domain names and URLs of Business Intellectual Property (together with any content and other materials accessible and/or displayed thereon, the “ Sites ”) direct and resolve to the appropriate Internet protocol addresses and are, and have been, maintained and accessible to Internet users on those certain computers used by Seller Companies to make the Sites so accessible (the “ Server ”) approximately twenty-four (24) hours per day, seven (7) days per week (“ 24/7 ”) and are and have been operational for downloading content from the Server on a 24/7 basis.  Seller Companies have fully operational back-up copies of the Sites (and all related software, databases and other information), made from the current versions of the Sites as accessible to Internet users on the Server (and copied directly therefrom), which copies will have been made at least every two weeks from the date hereof until the Closing Date.  Such back-up copies are kept in a safe and secure environment, fit for the back-up of media, and are not located at the same location of the Server.  Seller Companies have no reason to believe that the Sites will not operate on the Server or will not continue to be accessible to Internet users on a 24/7 basis prior to, at the time of, and after the Closing Date.

2.22   Employee Benefit Plans .  

2.22.1   Schedule 2.22 attached hereto sets forth a true, complete and correct list of all “employee benefit plans”, as defined in § 3(3) of the Employee Retirement Security Act of 1974, as amended and the rules and regulations promulgated thereunder (collectively, “ ERISA ”), all benefit plans as defined in § 6039D of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “ Code ”), and all other bonus, incentive compensation, deferred compensation, profit sharing, ownership interest option, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan or employment, consulting, change in control, independent contractor, professional services, confidentiality, or non-competition agreement or any other similar plan, agreement, policy or understanding (whether oral or written, qualified or non-qualified) and any trust, insurance, escrow or other funding arrangem