Liability of InSight prior to the Merger Sample Clauses

Liability of InSight prior to the Merger. Notwithstanding anything to the contrary contained herein, unless and until the Merger is consummated, none of the Company or any of its Subsidiaries (including the Subsidiary Guarantors) shall have any liability arising under or related to this Agreement or arising in connection with or related to the issuance and sale of the Notes, except for liabilities, if any, of InSight or the Subsidiary Guarantors in connection with a violation of Section 10(j) of this Agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Parent, Acquisition Corp. and InSight the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, INSIGHT HEALTH SERVICES HOLDINGS CORP. By:__________________________ Name: Title: INSIGHT HEALTH SERVICES ACQUISITION CORP. By:__________________________ Name: Title: INSIGHT HEALTH SERVICES CORP. By:__________________________ Name: Title: INSIGHT HEALTH CORP. By:__________________________ Name: Title: SIGNAL MEDICAL SERVICES, INC. By:__________________________ Name: Title: 81 OPEN MRI, INC. By:__________________________ Name: Title: MAXUM HEALTH CORP. By:__________________________ Name: Title: RADIOSURGERY CENTERS, INC. By:__________________________ Name: Title: MAXUM HEALTH SERVICES CORP. By:__________________________ Name: Title: MRI ASSOCIATES, L.P. By: InSight Health Corp., its General Partner By:__________________________ Name: Title: XXXXX XXXXXX XXXXXXXX XX XXXXX XXXXX, XXX. By:__________________________ Name: Title: MAXUM HEALTH SERVICES OF DALLAS, INC. By:__________________________ Name: Title: NDDC, INC. By:__________________________ Name: Title: DIAGNOSTIC SOLUTIONS CORP. By:__________________________ Name: Title: The foregoing Note Purchase Agreement is hereby confirmed and accepted by the Purchaser and, with respect to Sections 7, 10, 12 and 13 hereof only, BAS, as of the date first above written. BANC OF AMERICA BRIDGE LLC By: __________________________ Name: Title: BANC OF AMERICA SECURITIES LLC By: __________________________ Name: Title: 84 SCHEDULE A GUARANTORS Guarantor Jurisdiction of Organization --------- ---------------------------- InSight Health Corp. Delaware Signal Medical Services, Inc. Delaware Open MRI, Inc. Delaware Maxum Health Corp. Delaware Radiosurgery Centers, Inc. Delaware Maxum Health Services Corp. Delaware MRI Associates, L.P. Indiana Maxum ...
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Related to Liability of InSight prior to the Merger

  • Liability of Sub-Advisor Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's duties under this Agreement or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates.

  • Liability of the Company The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein.

  • NON-LIABILITY OF SUB-MANAGER In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Manager, or reckless disregard of its obligations and duties hereunder, the Sub-Manager shall not be subject to any liability to the Manager, any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder.

  • Liability of Sub-Adviser In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors or employees, the Sub-Adviser shall not be subject to liability to the Investment Adviser for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

  • LIABILITY OF THE PARTIES Nothing herein contained shall constitute the Dealer-Manager, the Soliciting Dealers and the Company as an association, partnership, unincorporated business or other separate entity, nor shall anything herein contained render the Dealer-Manager or the Company liable for the obligations of any of the Soliciting Dealers. Neither the Dealer-Manager nor the Company shall be under any liability to any Soliciting Dealer or any other person for any act or omission or any matter connected with this Agreement or the Company, except for obligations expressly assumed by an association, partnership, unincorporated business or other separate entity in this Agreement.

  • Liability of the Manager No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

  • Liability of the Transferor The Transferor shall be liable only to the extent of the obligations specifically undertaken by the Transferor under this Agreement and the representations made by the Transferor in this Agreement.

  • Liability of General Partner The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

  • Liability of the Members No Member shall be liable, responsible or accountable in damages or otherwise to any other Member or to the Company for any act or omission performed or omitted by the Member except for acts of gross negligence or intentional wrongdoing.

  • Liability of Company The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

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