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

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by the Company.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conduct of Businesses Prior to the Effective Time (a) During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted by this Agreement, each of FNB and ANNB shall, and shall cause each of their respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (iii) take no action that would reasonably be expected to prevent or materially impede or delay the obtaining of, or materially adversely affect the ability of the parties expeditiously to obtain, any necessary approvals of any Regulatory Agency, Governmental Entity or any other person or entity required for the transactions this Agreement contemplates or to perform its covenants and agreements under this Agreement or to consummate the transactions this Agreement contemplates.

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Cooperation Prior to the Distribution Prior to the Distribution:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

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