Liability of InSight prior to the Merger Clause Samples

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: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇. 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 ...