Material Adverse Effect Uses in Consents, Authorizations, Etc Clause

Consents, Authorizations, Etc 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.

Consents, Authorizations, Etc. All necessary licenses, certifications, permits and approvals from federal, state and local governmental units for the transactions contemplated hereby shall have been issued to the Company in form and substance reasonably satisfactory to Purchaser.