Authorizations, Etc Uses in Compliance Clause

Compliance from Purchase Agreement

THIS MANAGEMENT RIGHTS PURCHASE AGREEMENT (Agreement), dated as of July 27, 2005, is by and among Parthenon Management Partners, LLC, a California limited liability company (the Company), Andrew A. Brooks, M.D. and Randhir S. Tuli, both residents of the State of California (each an Owner and, collectively, the Owners) (the Company and the Owners being, collectively, the Sellers) and SymbionARC Management Services, Inc., a Tennessee corporation (Purchaser). The Company, Owners and Purchaser are sometimes referred to herein individually as a Party and collectively as the Parties. Symbion Ambulatory Resource Centres, Inc., a Tennessee corporation (SARC), joins herein solely for the purposes of manifesting its agreement with Article VIII hereof.

Compliance. All of the representations and warranties made by Purchaser contained in Article III of this Agreement shall be true as of the date of this Agreement and as of the time of Closing, except as would not individually or in the aggregate have a material adverse effect on Purchasers ability to consummate the transactions contemplated by this Agreement, and Purchaser shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing, except for noncompliance which would not individually or in the aggregate have a material adverse effect on Purchasers ability to consummate the transactions contemplated by this Agreement. The Sellers shall have been furnished with a certificate, dated the Closing Date, of a duly authorized officer of Purchaser to the foregoing effect.