Purchase and Contribution Agreement



  
 EXHIBIT 10.42

  
 PURCHASE AND
CONTRIBUTION AGREEMENT 
  
 THIS PURCHASE AND CONTRIBUTION AGREEMENT, made and entered into effective as of May 1, 2004, is by and among M & S IMAGING
PARTNERS, L.P., a Delaware limited partnership (“Seller”), VHS SAN ANTONIO IMAGING PARTNERS, L.P., a Delaware limited partnership (“Buyer”),
VHS SAN ANTONIO PARTNERS, L.P., a Delaware limited partnership (“San Antonio Partners”), RADIOLOGIX, INC., a Delaware corporation
(“Radiologix”), and VANGUARD HEALTH SYSTEMS, INC., a Delaware corporation (“Vanguard”). 
  
 RECITALS: 
  
 WHEREAS, Seller and San Antonio Partners are owners and holders of 100% of the economic and beneficial interests in and to the following
partnerships: 
  

	 	(i)	Baptist Imaging Center, a Texas joint venture, 

  

	 	(ii)	North Central Baptist Imaging Center, a Texas joint venture, 

  

	 	(iii)	Southeast Baptist Imaging Center, a Texas joint venture, 

  

	 	(iv)	Northeast Baptist MRI Center, a Texas joint venture, and 

  

	 	(v)	Lexington MR, Ltd., a Texas limited partnership; and 

  
 WHEREAS, this Agreement provides for the sale by Seller to Buyer of all right, title and interest of Seller in and to the Partnerships and
for the contribution by San Antonio Partners to Buyer of all right, title and interest of San Antonio Partners in and to the Partnerships; and 
  
 WHEREAS, pursuant to the terms of that certain Asset Purchase Agreement, dated of even date herewith, among Buyer, Seller, Vanguard and
Radiologix, Buyer is also purchasing from Seller substantially all of the assets of the Wholly-Owned Center (the “Related Agreement”). 
  
 NOW, THEREFORE, for and in consideration of the premises, and the agreements, covenants, representations and
warranties hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are forever acknowledged and confessed, the Parties, intending to be legally bound, agree as follows: 
  
 AGREEMENT: 
  

	1.	DEFINITIONS AND REFERENCES 

  
 1.01. Definitions: As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings given:

  
 Accounts Receivable: all accounts
receivable of the Partnerships for patient services provided by the Partnerships through the close of business on the day immediately prior to the Closing Date (including the MRI and CT owned by North Central Baptist Imaging Center), accrued and
unaccrued, including Government Payment 

  









 
Program receivables and accounts that have been written off and accounts receivable due to the Partnerships from Seller, but excluding any receivables that
are owed from one Partnership to another Partnership or are owed to the Partnerships by the Seller; 
  
 Affiliate: any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with another Person and includes the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of securities, election or appointment of directors, by Contract or otherwise;

  
 Agreement: this Purchase and
Contribution Agreement and all Exhibits and Schedules attached hereto, as amended, consolidated, supplemented, novated or replaced by the Parties from time to time; 
  
 Annual Financial Statements: the unaudited balance sheet of each of the Centers as of December 31,
2002 and December 31, 2003, and the unaudited statement of earnings for each of the years then ended; 
  
 Buyer: VHS San Antonio Imaging Partners, L.P., a Delaware limited partnership and an Affiliate of Vanguard; 
  
 Buyer’s Indemnified Persons: Buyer, Vanguard,
and Buyer’s and Vanguard’s partners, stockholders, Affiliates, successors and assigns from time to time, and their respective stockholders, partners, Affiliates, directors, trustees, officers, employees, agents and representatives,
provided that Buyer’s Indemnified Persons shall expressly exclude San Antonio Partners with respect to any claim for indemnification or contribution made pursuant to the terms of this Agreement or otherwise; 
  
 Center: each of the diagnostic imaging centers owned
by the Partnerships; 
  
 Claim Notice:
written notification of a Third Party Claim by an Indemnified Party to an Indemnifying Party under Article 9, including a Revenue Agent’s Report, Statutory Notice of Deficiency, Notice of Proposed Assessment, or any other official written
notice from a Taxing authority that Taxes are due or that a Tax audit will be conducted; 
  
 Closing: defined in Section 8.01; 
  
 Closing Date: the date as of which the Closing occurs; 
  
 Closing Documents: all instruments, agreements, certificates or other documents executed or delivered
by any Party to another Party at Closing; 
  
 Code: the Internal Revenue Code of 1986, as amended; 
  
 Contract: each commitment, contract, lease, license, agreement and understanding, written or oral, to which any of the Partnerships is a party or by which it or any of its assets or properties are bound,
including agreements with physicians, managed care plans and other payers, management, employment, retention and severance 

  

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agreements, vendor agreements, real and personal property leases and schedules, maintenance agreements and schedules, agreements with municipalities and
labor organizations, and bonds, mortgages and other loan agreements; 
  
 Controlled Group: with respect to a Partnership, a group consisting of each trade or business (whether or not incorporated) which, together with the Partnership, would be deemed a “single
employer” within the meaning of section 4001(a)(14) of ERISA; 
  
 Effective Date: the date as of which this Agreement was entered into by the Parties, as set forth on the first page of this Agreement; 
  
 Employee Benefit Plan: any (1) nonqualified deferred compensation or retirement plan or arrangement
which is an Employee Pension Benefit Plan, (2) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan), (3) qualified defined benefit retirement plan or arrangement
which is an Employee Pension Benefit Plan (including any Multiemployer Plan), or (4) Employee Welfare Benefit Plan or material fringe benefit plan or program; 
  

Employee Pension Benefit Plan: defined in section 3(2) of ERISA; 
  
 Employee Welfare Benefit Plan: defined in section 3(1) of ERISA; 
  
 Encumbrances: liabilities, levies, claims, charges,
assessments, mortgages, security interests, liens, pledges, conditional sales agreements, title retention contracts, leases, subleases, rights of first refusal, options to purchase, restrictions (including those on transferring, pledging and
mortgaging) and other encumbrances, and Contracts to create or suffer any of the foregoing; 
  
 Environmental Claim: any written notice (or oral notice reduced to writing by Seller or a Partnership) by a Person alleging
potential liability (including potential liability for investigatory costs, cleanup costs, Governmental Authority response costs, natural resource damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from
(1) the presence, or release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by a Partnership, or (2) circumstances forming the basis of any violation, or alleged violation, of any Environmental
Laws; 
  
 Environmental Laws: any and all
Legal Requirements relating to pollution or protection of human health or the environment (including ground water, land surface or subsurface strata), including Legal Requirements relating to emissions, discharges, releases or threatened releases of
Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, recycling, reporting or handling of Materials of Environmental Concern; 
  
 ERISA: the Employee Retirement Income Security Act of
1974, as amended; 
  
 ERISA Fiduciary:
defined in section 3(21) of ERISA; 
  

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 Financial Statements: the Annual Financial Statements, Interim Financial
Statements, the balance sheet described in Section 2.04(d), and the financial statements described in Section 5.04(b)(i); 
  
 Governmental Authorities: all agencies, authorities, bodies, boards, commissions, courts, instrumentalities, legislatures and
offices of any nature whatsoever of any federal, state, county, district, municipal, city, foreign or other government or quasi-government unit or political subdivision, and private arbitration panels or dispute resolution makers; 
  
 Government Payment Programs: federal and state
Medicare, Medicaid and TRICARE programs, and similar or successor programs with or for the benefit of Governmental Authorities; 
  
 Immaterial Contracts: Contracts that (i) require the future payment by a Partnership of $15,000 or less or the future performance
by a Partnership of services having a value of $15,000 or less, or (ii) are terminable by a Partnership at any time without cause upon notice of 90 days or less, and that require during the period prior to termination the payment of $15,000 or less
or the future performance of services having a value of $15,000, provided that notwithstanding the foregoing, Immaterial Contracts shall not include any Contracts described in paragraphs (a) through (g) of Section 3.16; 
  
 Indemnified Party: any Person entitled to
indemnification under Article 9; 
  
 Indemnifying Party: any Person obligated to indemnify another Person under Article 9; 
  
 Indemnity Notice: written notification of a claim for indemnity under Article 9, other than a Third Party Claim, made by an
Indemnified Party to an Indemnifying Party pursuant to Section 9.05(b); 
  
 Intellectual Properties: all marks, names, trademarks, service marks, patents, patent rights, assumed names, logos, copyrights, trade secrets and similar intangibles (including variants of and applications for
the foregoing); 
  
 Interim Financial
Statements: the balance sheets and statements of earnings of each of the Centers as of and for the two months ended February 29, 2004; 
  
 Investments: shares of capital stock of any corporation, interests in partnerships or limited liability companies, or other equity
or debt instruments in any other Person, and proceeds from the sale thereof; 
  
 Legal Requirements: with respect to any Person, all statutes, ordinances, by-laws, codes, rules, regulations, restrictions, orders, judgments, writs, injunctions, decrees, determinations or awards of any
Governmental Authority having jurisdiction over such Person or any of such Person’s assets or businesses; 
  
 Losses: any and all damages, claims, costs, losses (including any diminution in value), liabilities, expenses or obligations
(including Taxes, interest, penalties, court 

  

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costs, costs of preparation and investigation, and attorneys’, accountants’ and other professional advisors’ fees and expenses); 

 
 Material Adverse Effect: a material adverse
effect, either individually or in the aggregate, on the business, assets, liabilities, financial condition or results of operations of the Partnerships, taken as a whole, but excluding the effect of (i) matters described in any Schedule, (ii)
changes in the economy of the United States in general, and (iii) changes in Legal Requirements or Government Payment Programs generally applicable to owners or operators of diagnostic imaging centers in the city where the Centers are located;

  
 Materials of Environmental Concern:
chemicals, pollutants, contaminants, wastes (including medical waste), toxic substances, petroleum and petroleum products, including hazardous wastes under the Resource, Conservation and Recovery Act, 42 U.S.C. § 6903 et seq., hazardous
substances under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601 et seq., asbestos, polychlorinated biphenyls and urea formaldehyde, and low-level nuclear materials, special nuclear materials
or nuclear-byproduct materials, all within the meaning of the Atomic Energy Act of 1954 as amended, and any rules, regulations or policies promulgated thereunder; 
  
 Multiemployer Plan: defined in section 3(37) of ERISA or section 4001(a)(3) of ERISA; 
  
 Multiple Employer Plan: an Employee Pension Benefit
Plan which is not a Multiemployer Plan and for which a Person who is not a member of a Controlled Group that includes a Partnership is or has been a contributing sponsor; 
  
 Notice Period: defined in Section 9.05(a)(i); 
  
 Other Plan: any Contract, program or arrangement
which provides cash or non-cash benefits or perquisites to current or former employees, but which is not an Employee Benefit Plan; 
  
 Partnership: each of Baptist Imaging Center, a Texas joint venture, North Central Baptist Imaging Center, a Texas joint venture,
Southeast Baptist Imaging Center, a Texas joint venture, Northeast Baptist MRI Center, a Texas joint venture, and Lexington MR, Ltd., a Texas limited partnership; 
  
 Partnership Agreement: each of the following agreements, to which Seller and San Antonio Partners are
parties: (i) the amended and restated joint venture agreement of Baptist Imaging Center effective November 23, 1998, as amended by amendment effective May 30, 1998 and amendment no. 1 dated effective January 1, 2003; (ii) the joint venture agreement
of North Central Baptist Imaging Center effective January 1, 1998, as amended by amendment no. 1 effective January 1, 2003; (iii) the joint venture agreement of Southeast Baptist Imaging Center effective January 1, 1998, as amended by amendment
effective May 30, 1998 and amendment no. 1 effective January 1, 2003; (iv) the joint venture agreement of Northeast Baptist MRI Center effective January 1, 1998, 

  

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as amended by amendment effective May 30, 1998 and amendment no. 1 effective January 1, 2003; and (v) the amended and restated agreement of limited
partnership of Lexington MR, Ltd. effective January 1, 1998, as amended by amendment dated as of May 30, 1998 and amendment no. 1 effective January 1, 2003; 
  
 Partnership Interest: all right, title and interest of a Person in and to a Partnership; 
  
 Party: any party to this Agreement, its successors
and assigns; 
  
 Party in Interest: a
“party in interest” as defined in section 3(14) of ERISA, and a “disqualified person” as defined in the Code; 
  
 PBGC: the Pension Benefit Guaranty Corporation; 
  
 Permitted Encumbrances: (i) each of the Partnership Agreements, (ii) each Encumbrance related to a
liability or obligation identified on the Interim Financial Statement or on any Schedule, (iii) liens for Taxes that are not yet due or delinquent, (iv) mechanics’ and landlord liens arising in the ordinary course of business under the
Centers’ leases, and (v) such other Encumbrances accepted in writing by Buyer to which the Partnership Interests or the assets or properties of the Partnerships may be subject at Closing; 
  
 Person: any individual, company, body corporate,
association, partnership, firm, joint venture, trust, trustee or Governmental Authority; 
  
 Physician Group: M & S Imaging Associates, P.A., a Texas professional association; 
  
 Prohibited Transaction: defined in section 406 of
ERISA and section 4975 of the Code; 
  
 Purchase Price: defined in Section 2.05; 
  
 Radiologix: Radiologix, Inc., a Delaware corporation; 
  
 Reportable Event: defined in section 4043 of ERISA; 
  
 San Antonio Partners: San Antonio Partners, L.P., a Delaware limited partnership, one of the partners
in the Partnerships and an Affiliate of Vanguard; 
  
 Schedule: One or more of the schedules prepared and delivered to Buyer by Seller or San Antonio Partners, or prepared and delivered to Seller by Buyer, in which a Party sets forth certain exceptions to the representations, warranties
or covenants of such Party in this Agreement and other information specified in this Agreement as being included in such Schedule or Schedules; 
  
 Seller: M & S Imaging Partners, L.P., a Delaware limited partnership, one of the partners in the Partnerships and an Affiliate
of Radiologix; 
  

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 Seller’s Indemnified Persons: Seller and Radiologix and Seller’s and
Radiologix’s stockholders, Affiliates, successors and assigns, and their respective partners, stockholders, directors, trustees, officers, employees, agents and representatives; 
  
 Tax: any income, unrelated business income, gross receipts, license, payroll, employment, excise,
severance, occupation, privilege, premium, net worth, windfall profits, environmental (including taxes under section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real
property, personal property, recording, stamp, sales, use, service, service use, transfer, registration, escheat, unclaimed property, value added, alternative or add-on minimum, estimated or other tax, assessment, charge, levy or fee of any kind
whatsoever, including payments or services in lieu of Taxes, interest or penalties on and additions to all of the foregoing, which are due or alleged to be due to any Governmental Authority, whether disputed or not; 
  
 Tax Return: any return, declaration, report, claim
for refund, information return or statement, including schedules and attachments thereto and amendments, relating to Taxes; 
  
 Third Party Claim: defined in Section 9.05(a)(i); 
  
 Vanguard: Vanguard Health Systems, Inc., a Delaware corporation; and 
  
 Wholly-Owned Center: the M & S Imaging and P.E.T.
Center, a single diagnostic imaging center located in San Antonio, Texas. 
  
 1.02. Certain References. As used in this Agreement, and unless the context requires otherwise: 
  
 (a) references to “include” or “including” mean including without limitation; 
  
 (b) references to “partners” include
general and limited partners of partnerships and members of limited liability companies; 
  
 (c) references to “partnerships” include general and limited partnerships, joint ventures and limited liability
companies; 
  
 (d) references to any document are
references to that document as amended, consolidated, supplemented, novated or replaced by the parties thereto from time to time; 
  
 (e) references to any law are references to that law as amended, consolidated, supplemented or replaced from time to time and all rules
and regulations promulgated thereunder; 
  
 (f)
references to time are references to San Antonio, Texas time; 
  
 (g) references in this Agreement to the “knowledge” of a Party or variants thereof mean the actual knowledge of each of the Persons whose names or titles are set 

  

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forth in Schedule 1.02, after the reasonable inquiry by such Persons, but no further inquiry by such Persons; 
  
 (h) the gender of all words includes the masculine, feminine
and neuter, and the number of all words includes the singular and plural; 
  
 (i) references to articles or sections are references to articles or sections of this Agreement, unless otherwise expressly stated; and 
  
 (j) the table of contents, the division of this Agreement into articles and sections, and the use of
captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement. 
  

	2.	SALE OF PARTNERSHIP INTERESTS; CONTRIBUTION OF PARTNERSHIP
INTERESTS 

  
 2.01. Sale of
Partnership Interests. Subject to the terms and conditions of this Agreement, at Closing Seller shall sell, assign, convey, transfer and deliver to Buyer, or cause to be sold, assigned, conveyed, transferred and delivered to Buyer, and Buyer
shall purchase the Partnership Interests owned by Seller, free and clear of all Encumbrances other than the Permitted Encumbrances. 
  
 2.02. Contribution of Partnership Interests; Dissolution of Partnerships. Subject to the terms and conditions of this Agreement, at Closing San
Antonio Partners shall contribute, assign, convey, transfer and deliver to Buyer the Partnership Interests owned by San Antonio Partners, subject to any and all Encumbrances to which such Partnership Interests may be subject at Closing. Such
contribution shall be effective immediately after the sale of Seller’s Partnership Interests pursuant to this Agreement. Promptly after San Antonio Partners contributes its Partnership Interests to Buyer, Buyer will cause the Partnerships to be
dissolved in accordance with the terms of their respective Partnership Agreements and applicable Legal Requirements. 
  
 2.03. Accounts Receivable. Subject to the terms and conditions of this Agreement, at Closing, Buyer, San Antonio Partners and Seller shall cause
the Partnerships to transfer and distribute to Seller all right, title and interest of the Partnerships in and to the Accounts Receivable of the Partnerships. 
  

2.04. Purchase Price; Issuance of Shares. 
  
 (a) Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and covenants of Seller herein
set forth, and as consideration for the sale and purchase of Seller’s Partnership Interests, at Closing Buyer shall tender to Seller as the purchase price (collectively, the “Purchase Price”) (1) $5,300,000 less (2) the
aggregate amount that is due to the Partnerships from Seller as of the close of business on the day immediately prior to the Closing Date, plus (3) the aggregate amount that is due to Seller from the Partnerships as of the close of business on the
day immediately prior to the Closing Date. Any amounts due Seller or the Partnerships that are included in the calculation of the Purchase Price shall be deemed to be paid in full as of the Closing Date by Seller or by the Partnerships, as the case
may be. 
  

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 (b) As consideration for the contribution of San Antonio Partners’ Partnership
Interests, at Closing Buyer shall issue and deliver to San Antonio Partners one or more certificates evidencing an ownership interest in Buyer. 
  
 (c) Buyer shall pay the Purchase Price by wire transfer of immediately available funds to an account or accounts designated by Seller and
Seller shall execute such receipts or other acknowledgments as are reasonably requested by Buyer to evidence payment and receipt of the Purchase Price. 
  
 (d) The amounts due to the Partnerships from Seller, or to Seller from the Partnerships, shall be initially determined at Closing from the
most recently available balance sheet delivered to Buyer pursuant to Section 5.04(b). As soon as practical (and in no event later than 30 days after the Closing Date), Seller shall prepare and deliver to Buyer a calculation of the (1) aggregate
amount that was due to the Partnerships from Seller as of the close of business on the day immediately prior to the Closing Date and (2) the aggregate amount that was due to Seller from the Partnerships as of the close of business on the day
immediately prior to the Closing Date. Seller shall prepare the above balance sheet using the same methodologies, policies and practices used by Seller in preparing the other Financial Statements and in a consistent manner. The Purchase Price shall
be reduced or increased, as the case may be, to reflect the differences between the amounts included in the determination of the Purchase Price at the Closing compared to the actual amounts set forth in the calculation delivered by Seller to Buyer.
The adjustment to the Purchase Price, if any, will be paid by Seller or Buyer, as the case may be, within five business days after the Seller delivers the actual amounts to Buyer pursuant to the provisions of this paragraph. 
  

	3.	REPRESENTATIONS AND WARRANTIES OF SELLER 

  
 Subject to the exceptions described in the Schedules attached to this
Agreement and made a part hereof, Seller makes the following representations and warranties to Buyer and Vanguard on and as of the Effective Date and shall be deemed to make them again at and as of the Closing: 
  
 3.01. Organization. 
  
 (a) Seller is duly organized and validly existing in good
standing under the laws of the State of Delaware. 
  
 (b) Each of Baptist Imaging Center, Northeast Baptist Imaging Center, Southeast Baptist Imaging Center and Northeast Baptist MRI Center is a joint venture partnership duly organized and validly existing under the laws of the State of Texas,
and Lexington MR, Ltd., is a limited partnership duly organized and validly existing under the laws of the State of Texas. No Partnership is licensed, qualified or admitted to do business in any other jurisdiction and there is no other jurisdiction
in which the ownership, use or leasing of a Partnership’s assets or properties, or the conduct or nature of its business, makes such licensing, qualification or admission necessary. 
  

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 3.02. Powers; Consents; Absence of Conflicts, Etc. of Seller. Seller has the requisite power and
authority to conduct its businesses as now being conducted, to enter into this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by Seller of this Agreement and the Closing Documents and the consummation
of the transactions contemplated herein: 
  
 (a)
are within Seller’s partnership powers, are not in contravention of any of the terms of its governing documents, as amended to date, and have been duly authorized by all appropriate partnership and member action; 
  
 (b) do not conflict with, result in any breach or
contravention of, or permit the acceleration of the maturity of, any liabilities of Seller; 
  
 (c) do not violate any Legal Requirement to which Seller may be subject; and 
  
 (d) do not conflict with or result in a breach or violation
of any material Contract to which Seller is a party or by which it is bound. 
  
 3.03. Powers; Consents; Absence of Conflicts, Etc of the Partnerships. Each of the Partnerships has the requisite power and authority to conduct its businesses as now being conducted, and the consummation of
the transactions contemplated herein: 
  
 (a) are
not in contravention of any of the terms of its governing documents, as amended to date; 
  
 (b) do not conflict with, result in any breach or contravention of, or permit the acceleration of the maturity of, any liabilities of the
Partnership, and do not create or permit the creation of any Encumbrance on or affecting any assets or properties of the Partnership; 
  
 (c) do not violate any Legal Requirement to which the Partnership’s assets may be subject; and 
  
 (d) do not conflict with or result in a breach or violation
of any material Contract to which any Partnership is a party or by which it is bound. 
  
 3.04. Binding Agreement. This Agreement and each of the Closing Documents to which Seller is or becomes a party are (or upon execution will be) valid and legally binding obligations of Seller, enforceable
against Seller in accordance with the respective terms hereof or thereof, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability
may be subject to general principles of equity. 
  
 3.05.
Capitalization of Partnerships; Subsidiaries; Partnership Records. 
  
 (a) The Seller owns of record and holds the percentage interests in each of the Partnerships set forth on Schedule 3.05, free and clear of all Encumbrances and no Person other than San Antonio Partners owns or
holds any legal or beneficial interest in 

  

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or to any of the Partnership Interests. Seller has full voting power over the Partnership Interests owned by it, subject to no proxy, shareholders’
agreement, voting trust or other agreement relating to the voting of any of the Partnership Interests. Neither Seller nor any of the Partnerships has issued or granted any outstanding securities, rights, subscriptions, warrants, calls, options,
“phantom” stock rights or other Contracts of any kind that give any Person the right to purchase or otherwise receive or be issued any economic or beneficial interest in any of the Partnerships or in any of the Partnership Interests owned
by Seller. Other than this Agreement and the Partnership Agreements, there is no Contract between Seller and any other Person with respect to the disposition of the Partnership Interests owned by Seller. At the Closing, Seller will transfer to Buyer
good and valid title to all Partnership Interests owned by Seller, free and clear of all Encumbrances. 
  
 (b) None of the Partnerships owns any capital stock of any corporation, any interest in any general or limited partnership or joint
venture, or any other investment interest (whether equity or debt) in any Person. Neither Seller nor any of the Partnerships has entered into any outstanding Contracts with any Person to acquire, directly or indirectly, any of the Partnership’s
assets (other than in the ordinary course of business) or any interest therein. 
  
 (c) Seller has delivered to Buyer true and complete copies of the minute books and other partnership records of the Partnerships, and the
minute books contain a complete and accurate summary of all material actions taken at all meetings, and by all written consents in lieu of meetings, of the partners. 
  
 3.06. Legal and Regulatory Compliance. Each of the Partnerships has complied with all Legal Requirements, and has
timely filed all reports, data and other information required to be filed with Governmental Authorities, except where a failure to so comply or timely file would not have a Material Adverse Effect. Neither Seller nor, to the knowledge of Seller, any
Partnership has received notice from any Person of any proceeding or investigation by Governmental Authorities alleging or based upon a violation of any Legal Requirements that (i) is currently pending or (ii) if not currently pending, would not
otherwise have a Material Adverse Effect on any of the Partnerships. Neither Seller nor, to the knowledge of Seller, any Partnership has been threatened by any Person with any proceeding or investigation by Governmental Authorities alleging a
violation of any Legal Requirements by the Partnerships. There is no (i) corporate integrity agreement with the Office of Inspector General of the United States Department of Health and Human Services or written agreement with such Governmental
Authority to establish or maintain a corporate integrity program applicable to any of the Centers or (ii) settlement or similar agreement with any other Governmental Authority which imposes any continuing obligations on any of the Centers or
contains obligations which have not been fully discharged. 
  
 3.07. Financial Statements. Attached as Schedule 3.07 are true and complete copies of the Annual Financial Statements and the Interim Financial Statements. The Financial Statements fairly present, in all material respects, the
financial condition and results of operations of each of the Centers and the Wholly-Owned Center as of the respective dates thereof and for the periods therein referred to, all in accordance with generally accepted accounting principles, subject to


  

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normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes, and
the Financial Statements reflect the consistent application of such accounting principles throughout the periods involved. 
  
 3.08. Undisclosed Liabilities. Schedule 3.08 contains a summary of (i) all guarantees by the Partnerships of third party obligations,
including contingent or conditional guarantees, and (ii) all other obligations or liabilities of the Partnerships incurred or accrued subsequent to the date of the Interim Financial Statements, which would be required by generally accepted
accounting principles to be included in audited financial statements (or the notes thereto), except liabilities incurred in the ordinary course of business consistent with past practices since the date of the Interim Financial Statements.

  
 3.09. Recent Activities. Since February 29, 2004:

  
 (a) no damage, destruction or loss (whether
or not covered by insurance) has occurred affecting the assets of any Partnership, except damage, destruction or loss to assets suffered in the ordinary course of the business of the Centers, which individually or in the aggregate have not had or
are not reasonably expected to have a Material Adverse Effect; 
  
 (b) no labor dispute, enactment of state or local law, promulgation of state or local regulation, or other event or condition has occurred materially adversely affecting a Center; 
  
 (c) none of the Partnerships has sold, assigned,
transferred, distributed or otherwise disposed of any of its assets, except in the ordinary course of business of the Centers consistent with past practices; 
  

(d) none of the Partnerships has canceled or waived any material rights in respect of its assets, except in the ordinary course of
business of the Centers consistent with past practices; 
  
 (e) none of the Partnerships has created, incurred, assumed, guaranteed or otherwise become liable for any indebtedness or capitalized lease obligations or, except in the ordinary course of business of the Centers
consistent with past practices, incurred any other liability; 
  
 (f) none of the Partnerships has made any distribution or other payment in respect of its Partnership Interests; 
  
 (g) there has been no change in any accounting method, policy or practice of the Partnerships; 
  
 (h) other than compensation paid in the ordinary course of
employment, no Partnership has paid any amount to, sold any Partnership assets to, or entered into any Contract with, any partner, officer or agent of the Partnership, or any Affiliate of any such Person; 
  

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 (i) no Partnership has paid or agreed to pay to any Person damages, fines, penalties or
other amounts in respect of actual or alleged violation of any Legal Requirement; 
  
 (j) no Partnership has entered into or agreed to enter into any transaction outside the ordinary course of business of its Center which
may cause a liability or obligation in excess of $15,000; and 
  
 (k) no event, occurrence or development of a state of circumstances or facts has occurred which has had or reasonably could be expected to have a Material Adverse Effect. 
  
 3.10. Supplies. All supplies on hand consist of items of a quality
usable in the ordinary course of business of the Centers, except for those items which are obsolete, below standard quality or in the process of repair, are carried at the lower of cost or market on a first-in, first-out basis, and are properly
stated in the Interim Financial Statements as of the date thereof. 
  
 3.11. Equipment. Schedule 3.11 consists of or includes a depreciation schedule as of the date set forth therein that, to Seller’s knowledge, takes into consideration all the material equipment owned or leased by the
Partnerships. All material equipment used in the operations of the Centers, whether reflected in the Financial Statements or otherwise, is maintained in good operating condition, except for reasonable wear and tear. All material medical and leased
equipment has been maintained in accordance with manufacturer and lessor requirements, and complete and accurate maintenance logs or journals have been maintained at all times. 
  
 3.12. Title to Partnership Assets. Each Partnership owns all of its assets and properties free and clear of any
Encumbrances, except the Encumbrances identified as such on the Interim Financial Statements or on the Schedules. At Closing each Partnership will own all of its assets and properties free and clear of any Encumbrances, except for Permitted
Encumbrances. 
  
 3.13. Environmental Matters. To
Seller’s knowledge, there are no circumstances in existence that may prevent or interfere with compliance by the Partnerships in all material respects with Environmental Laws. Neither Seller nor any Partnership has received any written
communication (or reduced to writing any oral communication) from any Person alleging that any of the Partnerships is not in material compliance with Environmental Laws. Each Partnership has all material permits, licenses and approvals required
under applicable Environmental Laws to own its assets and properties and to conduct the business of the Centers. No actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge or disposal of any
Materials of Environmental Concern, have occurred at the Centers that could reasonably be expected to form the basis of any Environmental Claim against any Person whose liability for any Environmental Claim Seller has or may have retained or assumed
either contractually or by operation of law. 
  
 3.14.
Insurance. Schedule 3.14 summarizes all insurance arrangements, including self-insurance, in place for the benefit of the assets of the Partnerships and the operation of the business of the Centers, including, the name of each insurer,
whether such insurer is an Affiliate of Seller, and the coverage for each such policy of insurance. All of such policies are now and 

  

 13 








 
until Closing will remain valid, outstanding, in full force and effect, and enforceable with no premium arrearages, except with respect to any such policy
which has been replaced by a comparable policy. 
  
 3.15.
Licenses and Permits. Schedule 3.15 contains a summary of all material licenses and permits held by the Partnerships relating to the ownership of the Partnerships’ assets and the business of the Centers, all of which, to
Seller’s knowledge, are in good standing and not subject to meritorious challenge. Each Center is duly and properly licensed to conduct its business by all appropriate state agencies and is in material compliance with all licensing requirements
and conditions of issuance. 
  
 3.16. Agreements and
Commitments. Schedule 3.16 sets forth certain information regarding, among other Contracts, all Contracts of the Partnerships described in paragraphs (a) through (g) below. Seller has delivered to Buyer true and correct copies of such
Contracts. Except for Contracts described on Schedule 3.16: 
  
 (a) there are no Contracts with referral sources to a Center and no Contracts between any Partnership, on the one hand, and Seller, any Affiliate of Seller, or any physician or physician group who is (or any of whose
members is) an employee of Seller or of any Affiliate of Seller, on the other hand; 
  
 (b) there are no Contracts with respect to Intellectual Properties; 
  
 (c) there are no Contracts relating to information and data processing systems, hardware and software
utilized in connection with a Center; 
  
 (d)
there are no collective bargaining agreements or other Contracts with labor unions or other employee representatives or groups; 
  
 (e) there are no requirements or exclusive Contracts or Contracts prohibiting or limiting competition or the conduct of any lawful
business by a Center; 
  
 (f) there are no
Contracts providing for payments based in any manner on the revenues, purchases or profits of a Center or any part thereof; 
  
 (g) there are no Contracts for the administration, operation or funding of any Employee Benefit Plan; and 
  
 (h) there are no other Contracts other than Immaterial
Contracts. 
  
 3.17. The Contracts. Except as described in
Schedule 3.17 and except for Immaterial Contracts: 
  
 (a) the Contracts constitute lawful, valid and legally binding obligations of the parties thereto and are enforceable in accordance with their terms; 
  
 (b) each Contract is in full force and effect and constitutes the entire agreement by and between the
parties thereto; 
  

 14 








 (c) in all material respects, all obligations required to be performed prior to the date
hereof under the Contracts by the parties thereto have been performed, and no event has occurred or failed to occur which constitutes, or with the giving of notice, the lapse of time or both would constitute, a default by a Partnership under one of
the Contracts; 
  
 (d) no Contract prohibits or
requires the consent of any Person to the transfer of the Partnership Interests by Seller to Buyer; 
  
 (e) no Contract will prohibit competition or restrict the ability of a Partnership to engage in any lawful business after Closing
(including diagnostic imaging centers); and 
  
 (f) the transfer of the Partnership Interests to Buyer by Seller will not give a third party the right to terminate such Contract, or result in any penalty or premium to, or adverse change in the rights, remedies, benefits or obligations
of, any party thereunder. 
  
 3.18. Related-Party
Transactions. Schedule 3.18 describes all goods or services purchased, acquired or leased from, or sold, transferred or leased to, any Affiliate of Seller, or any partner, Affiliate, officer, employee or other agent of Seller or of any
Affiliate of Seller, since December 31, 2002. 
  
 3.19.
Employees and Employee Relations. The Partnerships do not currently employ and have never employed any Persons. All Persons who perform services for the Partnerships are employed directly by Seller. 
  
 3.20. Employee Benefit Plans. None of the Partnerships participates in
or has any Employee Benefit Plan or Other Plan. All Employee Benefit Plans in which Persons who perform services for the Partnerships participate are offered by Seller. 
  
 3.21. Litigation and Proceedings. Schedule 3.21 contains a summary of all litigation, arbitration, mediations,
investigations and other material claims, actions or proceedings pending against the Partnerships, and in the case of uninsured matters, Schedule 3.21 also sets forth the reserves therefor included in the Financial Statements. All such
litigation, arbitration, mediations, investigations and other material claims, actions or proceedings pending against the Partnerships are fully insured (except for applicable deductibles and other policy limits) and no insurer has issued a
“reservation of rights” letter or otherwise qualified its obligation to insure and defend the Partnerships against losses arising therefrom. Except as set forth on Schedule 3.21, there are no litigation, arbitration,
mediations, investigations, or other material claims, actions or proceedings (including qui tam actions) pending or, to Seller’s knowledge threatened, against the Partnerships. To Seller’s knowledge, there exist no facts that might
reasonably be expected to form the basis of any such litigation, arbitration, mediation, investigation, or other material claim, action or proceeding. 
  
 3.22. Taxes. 
  
 (a) Each Partnership has filed all material Tax Returns required to be filed by or on behalf of it, all such Tax Returns are correct and
complete in all material respects, 

  

 15 








 
and the Partnership has duly paid or made provision in the Financial Statements for the payment of all Taxes; no claim has ever been made by a Governmental
Authority in a jurisdiction where a Partnership does not file Tax Returns that it is or may be subject to Tax by that jurisdiction; and there are no Encumbrances on any Partnership assets that arose in connection with any failure (or alleged
failure) to pay any Tax. 
  
 (b) Each Partnership
has withheld and paid, or caused to be withheld and paid, all Taxes on monies paid by the Partnership to independent contractors, creditors and other Persons for which withholding or payment is required by law. 
  
 (c) To Seller’s knowledge, no Governmental Authority
intends to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax liability of any Partnership either claimed or raised by any Governmental Authority in writing, or as to
which Seller has notice or knowledge based upon personal contact with any agent of such authority; Schedule 3.22 lists all federal, state, local and foreign income Tax Returns filed with respect to the Partnerships for the last three complete
fiscal years of the Partnerships and for the current year-to-date, and indicates those Tax Returns that have been audited and those that currently are the subject of audit or that have not been audited. 
  
 (d) There is not currently in effect any waiver of a statute
of limitations in respect of Taxes by the Partnerships or any Contract to extend the time with respect to a Tax assessment or deficiency. 
  
 (e) No Partnership is a party to any Tax allocation or sharing Contract; no Partnership is or has been a member of any affiliated group
(within the meaning of section 1504 of the Code or any similar group defined under a similar provision of state, local or foreign law) for filing a consolidated federal income Tax Return. 
  
 (f) No Partnership has or will have any liability for the
Taxes of any Person (other than under Internal Revenue Service regulation 1.1502-6 or any similar provision of state, local or foreign law), as a transferee or successor, by Contract or otherwise. 
  
 (g) No Person has (i) provided tax advice to Seller or
Radiologix in connection with the transactions contemplated by this Agreement, and (ii) limited (expressly or otherwise) Seller’s or Radiologix’s ability to disclose the tax treatment or tax structure of, and such advisor’s tax
strategies with respect to, the transactions contemplated by this Agreement, and (iii) received (or is expected to receive) a fee of at least $250,000. 
  
 3.23. Brokers and Finders. Neither Seller nor any Affiliate of Seller, nor any officer, trustee, director, employee or agent thereof, has engaged
any finder or broker in connection with the transactions contemplated hereunder. 
  
 3.24. Solvency. Seller, after Closing as a result of the transactions contemplated hereby, will not be rendered insolvent or otherwise unable to pay its debts as they become due; Seller has no intention of
filing in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of 

  

 16 








 
a receiver or trustee of all or any portion of Seller’s property; and, to Seller’s knowledge, no other Person has filed or threatened to file such
a petition against Seller. The Purchase Price, as adjusted, constitutes the fair market value of and adequate consideration for the Partnership Interests sold by Seller to Buyer. 
  
 3.25. Operation of the Centers. Except for the Accounts Receivable which are being transferred to Seller at Closing,
and except for the assets described in the last sentence of this Section, the assets and properties owned by each Partnership constitute all assets, properties, goodwill and businesses necessary to operate each Center in all material respects in the
manner in which it has been operated since December 31, 2002. Schedule 3.25 sets forth a list of the ten largest non-governmental payors of the Centers, determined on the basis of gross revenues from services provided for the fiscal year
ended December 31, 2003. No non-governmental payor has terminated or curtailed its business relationship with or reduced reimbursement rates to the Centers which has resulted in a Material Adverse Effect on the Centers, and neither Seller nor any
Partnership has received any notice to the effect that any such non-governmental payor intends to terminate or curtail its business relationship with or reduce reimbursement rates to the Centers which could reasonably be expected to result in a
Material Adverse Effect on the Centers. Buyer acknowledges that, as more particularly described in the Related Agreement, the following assets used in the conduct of Seller’s business are not assets of the Partnerships to be acquired by Buyer:
all assets used solely in the conduct of Seller’s physician practice management business; the tele-radiology system of Seller; and computer hardware and software owned or leased by Seller that is primarily utilized to conduct patient
satisfaction surveys. 
  
 3.26. Bank Accounts. Schedule
3.26 sets forth a complete list of all Partnership bank accounts and the names of all authorized signatories on each such account. 
  

	4.	REPRESENTATIONS AND WARRANTIES OF BUYER 

  
 Subject to the exceptions described in the Schedules attached to this
Agreement and made a part hereof, Buyer makes the following representations and warranties to Seller and Radiologix on and as of the Effective Date and shall be deemed to make them again at and as of the Closing Date: 
  
 4.01. Organization. Each of Buyer and San Antonio Partners is a
limited partnership duly organized and validly existing in good standing under the laws of the State of Delaware and is or by Closing will be qualified to do business in the State of Texas. Vanguard is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware. 
  
 4.02. Corporate Powers; Consents; Absence of Conflicts, Etc. Each of Buyer, Vanguard and San Antonio Partners has the requisite power and authority to conduct its business as now being conducted, to enter into this Agreement, and to
perform its obligations hereunder. The execution, delivery and performance by Buyer, Vanguard and San Antonio Partners of this Agreement and the consummation of the transactions contemplated herein by it: 
  
 (a) are within its partnership or corporate powers and are
not in contravention of the terms of its governing documents, as amended to date, and have been approved by all requisite partnership or corporate action; 
  

 17 








 (b) do not conflict with or result in any breach or contravention of, any material
agreement to which Buyer, Vanguard or San Antonio Partners is a party or by which it is bound; and 
  
 (c) do not violate any Legal Requirement to which Buyer, Vanguard or San Antonio Partners may be subject. 
  
 4.03. Binding Agreement. This Agreement and each of the Closing
Documents to which Buyer, Vanguard and San Antonio Partners is or becomes a party are (or upon execution will be) valid and legally binding obligations of each of Buyer, Vanguard and San Antonio Partners, enforceable against it in accordance with
the respective terms hereof and thereof, except as enforceability against it may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to
general principles of equity. 
  
 4.04. Tax Advice. No
Person has (i) provided tax advice to Buyer or Vanguard in connection with the transactions contemplated by this Agreement, and (ii) limited (expressly or otherwise) Buyer’s or Vanguard’s ability to disclose the tax treatment or tax
structure of, and such advisor’s tax strategies with respect to, the transactions contemplated by this Agreement, and (iii) received (or is expected to receive) a fee of at least $250,000. 
  
 4.05. Solvency. Buyer, after Closing as a result of the transactions
contemplated hereby, will not be rendered insolvent or otherwise unable to pay its debts as they become due; Buyer has no intention of filing in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy
or insolvency or for reorganization or for the appointment of a receiver or trustee of all or any portion of Buyer’s property; and, to Buyer’s knowledge, no other Person has filed or threatened to file such a petition against Seller. The
Purchase Price, as adjusted, constitutes the fair market value of and adequate consideration for the Partnership Interests sold by Seller to Buyer. 
  
 4.06. Brokers and Finders. Neither Buyer, Vanguard nor any of their respective Affiliates, nor any officer, director, employee or agent thereof,
has engaged any finder or broker in connection with the transactions contemplated hereunder. 
  

	5.	COVENANTS AND AGREEMENTS OF THE PARTIES 

  
 5.01. Operations. From the Effective Date until the Closing Date and
except as otherwise expressly provided in this Agreement, or agreed to in writing by Buyer, Seller and San Antonio Partners will cause each Partnership to: 
  
 (a) carry on the business of its Center in the ordinary course, in substantially the same manner as it has heretofore; 
  
 (b) maintain the Partnership’s assets and properties in
as good working order and condition as at present, ordinary wear and tear excepted, and make all normal, planned and budgeted capital expenditures related to its Center; 
  

 18 








 (c) maintain and preserve the business organizations and operations of the Partnerships
intact; maintain the relationships of the Partnerships with physicians, suppliers, patients and other Persons doing business with the Partnerships; and take such actions as are reasonably necessary and achievable to assist Buyer in the transition to
Buyer of the business of the Centers at Closing; 
  
 (d) prepare for any and all licensure or accreditation surveys and inspections that will or may take place in connection with the transactions contemplated by this Agreement, whether the same are scheduled to take place prior to or after
Closing, in the same manner that the Partnership would prepare for such surveys or inspections if this Agreement had not been executed by the Parties; 
  
 (e) permit and allow reasonable access by Buyer to discuss and make offers of post-Closing employment with any of Seller’s employees
working at the Center, to advertise for post-Closing employment at the Center, and to establish relationships with physicians, payors and other Persons having business relations with the Partnership. 
  
 5.02. Negative Covenants. From the Effective Date until the Closing
Date and except as otherwise expressly provided in this Agreement or agreed to by Buyer in writing, Seller and San Antonio Partners will not permit or suffer any Partnership to: 
  
 (a) amend or terminate any Contract, or enter into any Contract, except Immaterial Contracts entered into,
terminated or amended in the ordinary course of business of the Partnership consistent with past practices; 
  
 (b) sell, assign, transfer, distribute or otherwise transfer or dispose of any item of property, plant or equipment of the Partnership
having an original cost in excess of $15,000 except in the ordinary course of business of its Center consistent with past practices with comparable replacement thereof; 
  
 (c) make any distribution or other payment in respect of its Partnership Interests; 
  
 (d) create, incur, assume, guarantee or otherwise become
liable for any indebtedness or capitalized lease obligation or, except in the ordinary course of business of its Center consistent with past practices, incur any other liability; 
  
 (e) cancel, forgive, release, discharge or waive any asset or right with respect to its Center, or agree to
do any of the foregoing, except in the ordinary course of business of its Center consistent with past practices; 
  
 (f) change any accounting method, policy or practice or reduce any reserves in the Financial Statements; or 
  
 (g) amend or agree to amend the Partnership’s
Partnership Agreement or otherwise take any action relating to any liquidation or dissolution of the Partnership. 
  

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 5.03. Employee Matters. All terms and conditions relating to employment and Employee Benefit Plans
shall be governed by the Related Agreement. 
  
 5.04. Access to
and Provision of Additional Information. 
  
 (a) From the Effective Date until the Closing Date, Seller (i) shall provide to Buyer full and complete access to and the right to inspect the assets, books and records of the Partnerships, (ii) shall provide to Buyer full and complete
access to medical staff members providing services at or for the Centers, (iii) shall furnish to Buyer all material information concerning the Centers not otherwise disclosed pursuant to this Agreement, and (iv) shall furnish to Buyer such
additional financial, operating and other data and information (including auditors’ workpapers) regarding the Centers as Buyer may from time to time reasonably request, which Seller has in its possession or may obtain without unreasonable
expense or effort, without regard to where such information may be located. 
  
 (b) Seller will deliver to Buyer true and correct copies of: 
  
 (i) within 20 days following the end of each calendar month prior to the Closing Date, the unaudited balance sheets and the related
unaudited statements of earnings of each of the Centers for each such month then ended and for the year-to-date then ended, and 
  
 (ii) promptly after prepared, any other financial statements or reports prepared by or for management relating to the Centers, together
with any notes thereto. 
  
 (c) From the
Effective Date until the Closing Date, Seller shall cause its officers and employees and medical staff members to confer on a regular and frequent basis with one or more representatives of Buyer and to answer Buyer’s questions regarding matters
relating to the conduct of the business of the Centers and the status of transactions contemplated by this Agreement. Seller shall notify Buyer in writing of any material changes in the operations or financial condition of the Centers to the extent
that management of Seller become aware of such material changes and of any complaints, investigations, hearings or adjudicatory proceedings (or communications indicating that the same may be contemplated) of any Person and shall keep Buyer
reasonably informed of such matters to the extent that management of Seller become aware of such matters. 
  
 5.05. Post-Closing Maintenance of and Access to Information and Assistance. 
  
 (a) The Parties acknowledge that after Closing each Party may need access to information or documents in the
control or possession of another Party for the purposes of concluding the transactions herein contemplated, billing and collecting Accounts Receivable, preparing Tax Returns or conducting Tax audits, obtaining insurance, complying with the
Government Payment Programs and other Legal Requirements, and prosecuting or defending third party claims. Accordingly, each Party shall maintain in the ordinary course of business and release all books, records (including patient medical records),
documents and other information in the possession or control of such Party in accordance with all applicable Legal Requirements (including the Health Insurance 

  

 20 








 
Portability and Accountability Act, 42 U.S.C. 1320d et seq.) and record retention policies. 
  
 (b) Each Party shall cooperate fully with, and make
available for inspection and copying by, the other Party, its employees, agents, counsel and accountants and/or Governmental Authorities, upon written request and at the expense of the requesting Party, such books, records documents and other
information to the extent reasonably necessary to facilitate the foregoing purposes. In addition, each Party shall cooperate with, and shall permit and use its best efforts to cause its former and present directors, officers and employees to
cooperate with, the other Party on and after Closing in furnishing information, evidence, testimony and other assistance in connection with any action, proceeding, arrangement or dispute of any nature with respect to the subject matters of this
Agreement. 
  
 (c) Upon Buyer’s receipt of
any required consents and authorizations, Seller shall be entitled to remove from the Centers, at Seller’s sole risk and expense, any patient or other records that relate to events or periods prior to Closing for purposes of pending litigation
involving matters to which such records refer, as certified in writing prior to removal by counsel retained by Seller in connection with such litigation. Any records so removed from the Centers shall be promptly returned to Buyer following their use
by Seller. 
  
 (d) San Antonio Partners and Buyer
shall take all actions reasonably necessary or desirable to assist Seller in Seller’s efforts to collect the Accounts Receivable, including promptly forwarding telephone calls, written correspondence and other communications regarding the
Accounts Receivable of the Partnerships transferred to Seller that are directed or addressed to the Partnerships, Seller or its collection agent, provided that neither San Antonio Partners nor Buyer shall act as Seller’s agent in
connection with the collection of the Accounts Receivable nor be required to commence or prosecute any legal action in any forum to assist in their collection. Buyer shall also provide to Seller access to Buyer’s offices, telephone and other
customary office resources to enable Seller or Seller’s agents to collect such Accounts Receivable and to operate its practice management business. Seller shall indemnify and hold harmless San Antonio Partners and Buyer from and against any
liability, loss or other damage, and shall reimburse San Antonio Partners and Buyer for all out-of-pocket costs and expenses, suffered or incurred by any of them in providing the assistance and cooperation described in this Section. 
  
 (e) The exercise by any Party of any right of access granted
herein shall not materially interfere with the business operations of the other Party and nothing in this Section shall require any Party to maintain or release to any other Persons any medical or other records except in accordance with applicable
Legal Requirements and record retention policies. 
  

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 5.06. Governmental Authority Approvals; Consents to Assignment. 
  
 (a) From the Effective Date until the Closing Date, each of
Seller and Buyer shall (i) promptly apply for and use its reasonable best efforts to obtain prior to Closing all consents, approvals, authorizations and clearances of Governmental Authorities required of it to consummate the transactions
contemplated hereby, (ii) provide such information and communications to Governmental Authorities as the other Party or such Persons may reasonably request, and (iii) assist and cooperate with other Parties to obtain all consents, licenses, permits,
approvals, authorizations and clearances of Governmental Authorities that the other Parties reasonably deem necessary or appropriate, and to prepare any document or other information reasonably required of it by any such Persons to consummate the
transactions contemplated herein, provided that, notwithstanding the foregoing, no Party shall have any obligation under such provisions (x) to pay any cash amounts to Governmental Authorities other than filing fees, or (y) to agree to divest
assets or limit the operations of its businesses. 
  
 (b) The Parties acknowledge that they are not required to file a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, concerning the transactions contemplated by this Agreement.

  
 (c) In order to obtain any one or more
of the consents and approvals described in this Section, Buyer or the Partnership may be required by applicable Legal Requirement or practical necessity to enter into a new Contract with the Governmental Authority or other party to a Contract that
supercedes the existing Contract between the Partnership and such other Person. Such new Contract may require Buyer or the Partnership to assume for the benefit of such Person certain obligations and liabilities of the Partnerships that are Excluded
Liabilities or against which Seller and San Antonio Partners are to indemnify or otherwise reimburse Buyer. Alternatively, Buyer may be required by Legal Requirement to assume, or be deemed by Legal Requirement to have assumed, obligations and
liabilities of the Partnership that are Excluded Liabilities. If Buyer enters into any such Contract with any such Person or by Legal Requirement assumes such obligations or liabilities of a Partnership, such Contract or assumption shall not in any
manner whatsoever be deemed to amend or modify this Agreement or to impair Buyer’s rights to indemnification against Seller and San Antonio Partners or diminish Seller’s and San Antonio Partner’s indemnity obligations to Buyer under
this Agreement and shall under no circumstances be claimed by Seller or San Antonio Partners as a defense (whether of waiver, estoppel, consent, operation of law, or otherwise) against Buyer’s assertion of any claim under this Agreement against
Seller and San Antonio Partners, and the rights and obligations of the Parties to each other under this Agreement shall be determined as if such Contract with such Governmental Authority or other party to a Contract did not exist or such assumption
was not required. For all other purposes in this Agreement, the requirement that Buyer or the Partnership enter into a new Contract shall be treated the same as an assignment of the existing Contract. 
  

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 5.07. Noncompetition. 
  
 (a) For a period of five years from and after the Closing Date, neither Radiologix nor any direct or
indirect subsidiary of Radiologix shall, directly or indirectly, in any capacity: 
  
 (i) own, lease, manage, operate, control, participate in the management or control of, be employed by, or maintain or continue any
interest whatsoever in any Person engaged in the business of providing diagnostic imaging services within a 25-mile radius of any of the Centers; or 
  
 (ii) induce, cause or attempt to induce or cause any Person (including any physician employee or medical staff member) to replace or
terminate any Contract for the provision or arrangement of health care services from the Centers with products or services of any other Person at any time after the Closing Date. 
  
 (b) Notwithstanding the foregoing, it shall not be a violation of paragraph (a)(i) of this Section for
Radiologix, or any direct or indirect subsidiary of Radiologix to acquire one or more Persons engaged in the business of providing diagnostic imaging services within the 25-mile radii described above so long as such Persons were acquired as a part
of a larger transaction in which (i) the consideration allocated to the Persons engaged in the business of providing diagnostic imaging services within the 25-mile radii is less than ten percent of the total consideration necessary to consummate the
larger transaction and (ii) the net revenues of the Persons engaged in the business of providing diagnostic imaging services within the 25-mile radii are less than ten percent of the consolidated net revenues of all Persons acquired in the larger
transaction. 
  
 (c) Seller acknowledges
that any remedy at law for any breach of this Section would be inadequate and consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in order that a breach or
threatened breach of this Section may be effectively enjoined. 
  
 (d) For purposes of this Section, a direct or indirect subsidiary of Radiologix shall include any Person whose financial results are, or are required by generally accepted accounting principles to be, consolidated
with the financial results of Radiologix. 
  
 5.08. Allocation
of Purchase Price. The Purchase Price shall be allocated among the Partnership Interests as set forth on Schedule 5.08, and such allocation shall be binding upon the Parties for all applicable federal, state, local and foreign Tax
purposes. Seller and Buyer shall report gain or loss or cost basis, as the case may be, in a manner consistent with such allocation on all Tax Returns filed by any of them after Closing and not voluntarily take any inconsistent position therewith in
any administrative or judicial proceeding relating to such returns. Seller will treat the sale of the Partnership Interests for federal income tax purposes as a sale of partnership interests. Seller will prepare and file the Partnership’s final
tax returns. 
  
 5.09. Further Assurances. At any time and
from time to time at and after the Closing, upon request of Buyer, Seller shall do, execute, acknowledge and deliver, or cause to be done, 

  

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executed, acknowledged and delivered, such further acts, deeds, assignments, transfers, conveyances, powers of attorney, confirmations and assurances as
Buyer may reasonably request to more effectively convey, assign and transfer to and vest in Buyer, its successors and assigns, full legal right, title and interest in and actual possession of the Partnership Interests and the assets and properties
of the Partnerships, to confirm Seller’s capacity and ability to perform its post-Closing covenants and agreements under this Agreement and the Closing Documents, and to generally carry out the purposes and intent of this Agreement. Seller
shall also furnish Buyer with such information and documents in its possession or under its control, or which Seller can execute or cause to be executed, as will enable Buyer to prosecute any and all petitions, applications, claims and demands
relating to or constituting a part of the assets and properties of the Partnerships. 
  
 5.10. Casualty. If prior to the Closing Date one or more of the Centers is destroyed or damaged by fire, theft, vandalism or other cause or casualty and, as a result thereof, any material part of that Center is
rendered prior to the Closing Date unsuitable for its primary intended use, Buyer may terminate this Agreement in its entirety without penalty. Otherwise, Buyer may elect at its option to (i) reduce the Purchase Price by the fair market value of the
assets destroyed or damaged (determined as of the date immediately prior to the destruction or damage) or, if greater, by the estimated cost to restore, repair or replace such assets, in which event Seller shall retain all right, title and interest
in and to any insurance proceeds payable on account of such destruction or damage, or (ii) consummate the transaction notwithstanding such destruction or damage, in which event Seller shall transfer and assign to Buyer at Closing the insurance
proceeds (or the right to receive the insurance proceeds) of any applicable insurance policy plus Seller shall pay to Buyer any deductibles or copayments required under the applicable insurance policy. In the absence of an agreement among the
Parties, any reduction in Purchase Price pursuant to this Section shall be determined by an MAI appraiser mutually selected and paid equally by Seller, on the one hand, and Buyer, on the other hand. Notwithstanding the foregoing, to the extent that
the Purchase Price is reduced as a result of any cause or casualty described in this Section or Seller is obligated to pay to Buyer any deductible or copayment required under the applicable insurance policies, the amount of such Purchase Price
reduction or deductible or copayment payment shall be determined by multiplying (i) the total amount otherwise owed by Seller pursuant to the first sentence of this Section times (ii) the percentage interest of Seller in the Partnership in respect
of which the fire, theft, vandalism or other cause or casualty loss occurred. 
  
 5.11. Costs and Expenses. 
  
 (a) Except as otherwise expressly set forth in this Agreement, all expenses of the preparation of this Agreement and of the purchase of the Partnership Interests set forth herein, including counsel, accounting,
brokerage and investment advisor fees and disbursements, shall be borne by the respective Party incurring such expenses, whether or not such transactions are consummated. 
  
 (b) Seller shall pay all sales and use Taxes arising out of the transfer of the Partnership Interests by
Seller to Buyer, the cost of removing any Encumbrances that are not Permitted Encumbrances and all fees and charges charged by third parties to consent to (i) the assignment of the Partnership Interests from Seller to Buyer, (ii) any
“deemed” 

  

 24 








 
assignment or transfer of any Contracts or assets of the Partnerships resulting solely from the assignment of the Partnership Interests from Seller to Buyer,
and (iii) the assignment of any other Contracts or assets from Seller or any Affiliate of Seller to Buyer. Buyer shall pay the cost of all environmental, engineering and other professional studies undertaken by Buyer and all fees and charges charged
by third parties to consent to any “deemed” assignment or transfer of any Contracts or assets of the Partnerships resulting from the dissolution of the Partnerships, as contemplated by Section 2.02. The cost of the insurance described in
Section 5.14 shall be $30,000 and shall be borne equally by Seller and Buyer at Closing. 
  
 (c) If either Party incurs legal fees or expenses to enforce or interpret any provision of this Agreement, the prevailing Party will be
entitled to recover such legal fees and expenses, including attorney’s fees, costs and necessary disbursements, in addition to any other relief to which such Party shall be entitled. 
  
 5.12. Fulfillment of Conditions. Each Party will execute and deliver at Closing each Closing Document that such Party
is required by this Agreement to execute and deliver as a condition to Closing, and will take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of the
Parties contained in this Agreement, to the extent that satisfaction of such condition is within the control of such Party. 
  
 5.13. Release of Encumbrances. Seller shall cause all Encumbrances that are not Permitted Encumbrances to be transferred by Seller to Buyer to be
released and discharged at or prior to Closing. 
  
 5.14
Professional and General Liability Insurance. For five years from and after the Closing Date, Seller will purchase and/or maintain, for the benefit of Seller, the Partnerships and Buyer, all primary and excess insurance policies in force on
the Effective Date which cover the Partnerships or the conduct of their business at the Centers prior to the Closing and which are written on a claims-made insuring basis. If at any time during the five-year period described above, any one or more
of the foregoing insurance policies is cancelled or not renewed for any reason, Seller will purchase a replacement policy with similar coverage and policy limits as the insurance policies in force on the Effective Date. Each policy of insurance
described in this Section shall name each Center as an additional insured, shall provide that Buyer will be given not less than 30 days’ prior notice of cancellation, non-renewal or reduction in limits of such insurance, and shall otherwise be
in form reasonably acceptable to Buyer. 
  

	6.	CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER 

  
 The obligations of Seller hereunder are subject to the satisfaction on or
prior to the Closing Date of the following conditions unless waived in writing by Seller: 
  
 6.01. Representations and Warranties; Covenants. 
  
 (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct on and as of the Effective
Date; each of the representations and warranties of Buyer contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Buyer
contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date. 
  

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 (b) Each and all of the terms, covenants and agreements to be complied with or performed
by Buyer on or before the Closing Date shall have been complied with and performed, including the obligations of Buyer in Section 8.03. 
  
 6.02. Adverse Action or Proceeding. No action or proceeding before any Governmental Authority shall have been instituted to restrain or prohibit
the transactions herein contemplated, and no Governmental Authority shall have taken any other action or made any request of the Partnerships, Seller or Buyer as a result of which Seller reasonably and in good faith deems it inadvisable to proceed
with the transactions hereunder; and there shall not be in effect any order restraining, enjoining or otherwise preventing consummation of the sale of the Partnership Interests by Seller to Buyer. 
  
 6.03. Pre-Closing Confirmations. Seller shall have obtained
documentation or other evidence reasonably satisfactory to Seller that Seller and the Partnerships have received or will receive all consents, approvals, authorizations and clearances of Governmental Authorities required of them to consummate the
transactions contemplated hereby. 
  
 6.04. Extraordinary
Events. Neither Buyer nor Vanguard shall (a) be in receivership or dissolution, (b) have made any assignment for the benefit of creditors, (c) have admitted in writing its inability to pay its debts as they mature, (d) have been adjudicated a
bankrupt, (e) have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state, nor
shall any such petition have been filed against Buyer or Vanguard, or (f) have entered into any Contract to do or permit the doing of any of the foregoing on or after the Closing Date. 
  
 6.05. Opinion of Buyer’s Counsel. Seller shall have received an opinion from counsel to Buyer (who may be
in-house counsel) dated as of the Closing Date and addressed to Seller, in form and substance satisfactory to Seller, to substantially the following effect: 
  
 (a) Buyer is a limited partnership validly existing under the laws of the State of Delaware with full partnership power to carry on its
business as it is now being conducted. Vanguard is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with full corporate power to carry on its business as it is now being conducted. Each of
Buyer and Vanguard has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its obligations therein. All partnership and corporate proceedings required to be taken by
Buyer or Vanguard to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and 

  

 26 








 
to authorize the performance of its obligations herein and therein, have all been duly and properly taken. 
  
 (b) The execution, delivery and performance of this
Agreement and each of the Closing Documents to which Buyer or Vanguard is a party does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. 
  
 (c) This Agreement and each of the Closing Documents to
which Buyer or Vanguard is a party constitutes a valid and binding obligation of such Party, enforceable against Buyer and Vanguard in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies, and (iii) such other qualifications as counsel to the Parties may mutually agree
upon. 
  
 (d) To such counsel’s knowledge,
the consummation of the transactions described in this Agreement will not result in a material violation, breach or default by Buyer or Vanguard under any material Legal Requirements. 
  
 In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon
certificates of officers of Buyer and Vanguard. 
  
 6.06.
Delivery of Closing Documents. Buyer shall have delivered at Closing (to the Person or Persons designated therein) the Closing Documents required by, and otherwise have fully complied with, the provisions of Section 8.03. 

 
 6.07. Certain Agreements. Buyer and Seller shall have entered into
an agreement, in a form acceptable to Seller, pursuant to which Seller shall provide to Buyer certain data processing and information system services for a period of time sufficient to permit Buyer to migrate off the existing applications and system
to independent applications and systems. 
  

	7.	CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER 

  
 The obligations of Buyer hereunder are subject to the satisfaction on or
prior to the Closing Date of the following conditions, unless waived in writing by Buyer: 
  
 7.01. Representations and Warranties; Covenants. 
  
 (a) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct on and as of the Effective
Date; each of the representations and warranties of Seller contained in this Agreement that are qualified as to materiality shall be true and correct on and as of the Closing Date; and each of the other representations and warranties of Seller
contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date. 
  

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 (b) Each and all of the terms, covenants and agreements to be complied with or performed
by Seller on or before the Closing Date shall have been complied with and performed, including the obligations of Seller in Section 8.02. 
  
 7.02. Adverse Action or Proceeding. No action or proceeding before any Governmental Authority shall have been instituted to restrain or prohibit
the transactions herein contemplated, and no Governmental Authority shall have taken any other action or made any request of the Partnerships, Seller or Buyer as a result of which Buyer reasonably and in good faith deems it inadvisable to proceed
with the transactions hereunder; and there shall not be in effect any order restraining, enjoining or otherwise preventing consummation of the sale of the Partnership Interests by Seller to Buyer and other transactions contemplated hereunder.

  
 7.03. Pre-Closing Confirmations and Contractual
Consents. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that: 
  
 (a) The Partnerships, Seller and Buyer have received all consents, permits, approvals, authorizations and clearances of Governmental
Authorities required to consummate the transactions contemplated by this Agreement; 
  
 (b) Buyer has received confirmation from the Texas Department of Health and other applicable licensure agencies that upon Closing all
licenses required by law to operate the Center will be transferred to or issued in the name of the Partnerships or Buyer; 
  
 (c) Buyer has obtained reasonable assurances that all Government Payment Programs have certified or will certify the operation of the
Centers by the Partnerships or Buyer as of the Closing Date and that the Partnerships or Buyer may participate in and receive payment from such programs effective as of the Closing Date; 
  
 (d) the Partnerships and Seller have obtained consents to assignment of all Contracts (other than Immaterial
Contracts) (or replacement Contracts in lieu thereof) for which such consents are required as a result of the transactions contemplated by this Agreement; and 
  

(e) Buyer has obtained such other consents and approvals as are legally required for Buyer’s consummation of the transactions
contemplated by this Agreement. 
  
 7.04 No Material Adverse
Change. Since February 29, 2004, no event, occurrence or development of a state of circumstances or facts shall have occurred which has had or reasonably could be expected to have a Material Adverse Effect. 
  
 7.05 Extraordinary Events. Neither Seller nor Radiologix shall (a) be
in receivership or dissolution, (b) have made any assignment for the benefit of creditors, (c) have admitted in writing its inability to pay its debts as they mature, (d) have been adjudicated a bankrupt, (e) have filed a petition in voluntary
bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state, nor shall any such petition have been filed against any
of them, 

  

 28 








 
or (f) have entered into any Contract to do or permit the doing of any of the foregoing on or after the Closing Date. 
  
 7.06 Opinion of Seller’s Counsel. Buyer shall have received an
opinion from counsel to Seller (who may be in-house counsel) dated as of the Closing Date and addressed to Buyer, in form and substance satisfactory to Buyer, to substantially the following effect: 
  
 (a) Seller is a limited partnership validly existing under
the laws of the State of Delaware with full partnership power to carry on its business as it is now being conducted. Radiologix is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware with
full corporate power to carry on its business as it is now being conducted. Each of Seller and Radiologix has full power and authority to execute and deliver this Agreement and each of the Closing Documents to which it is a party and to perform its
obligations therein. All partnership and corporate proceedings required to be taken by Seller and Radiologix to authorize the execution and delivery of this Agreement and each of the Closing Documents to which it is a party and to authorize the
performance of its obligations herein and therein, have all been duly and properly taken. 
  
 (b) The execution, delivery and performance of this Agreement and each of the Closing Documents to which Seller or Radiologix is a party
does not violate any provision of its limited partnership agreement or articles of incorporation and bylaws, as the case may be. 
  
 (c) This Agreement and each of the Closing Documents to which Seller or Radiologix is a party constitutes a valid and binding obligation
of such Party, enforceable against Seller or Radiologix in accordance with its terms, subject, as to enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights
generally from time to time in effect, (ii) limitations on the enforcement of equitable remedies and (iii) such other qualifications as counsel to the Parties may mutually agree upon. 
  
 (d) To such counsel’s knowledge, the consummation of the transactions described in this Agreement will
not result in a material violation, breach or default by Seller or Radiologix under any material Legal Requirements. 
  
 In rendering such opinion, such counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of officers of Seller and
Radiologix. 
  
 7.07 Lien Searches and Termination
Statements. Seller shall have delivered to Buyer UCC lien, litigation and tax searches showing all Encumbrances on the Partnership’s assets and properties and the Partnership Interests of the Seller, accompanied by fully executed UCC
termination statements or other releases or conveyances relating to all Encumbrances that are not Permitted Encumbrances. 
  
 7.08 Delivery of Closing Documents. Seller shall have delivered at Closing (to the Person or Persons designated therein) the Closing Documents
required by, and otherwise have fully complied with, the provisions of Section 8.02. 
  

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 7.09 Certain Agreements. 
  
 (a) Buyer shall have entered into one or more professional service agreements with the Physician Group, in
substantially the form attached hereto as Exhibit A, pursuant to which the Physician Group agrees to provide reading and interpretative services at the Centers and the Wholly-Owned Center. 
  
 (b) Buyer and Seller shall have entered into an agreement,
in a form acceptable to Buyer, pursuant to which Seller shall provide to Buyer certain data processing and information system services for a period of time sufficient to permit Buyer to migrate off the existing applications and system to independent
applications and systems. 
  
 (c) Buyer and the
Physician Group shall have entered into an agreement, in a form acceptable to Buyer, pursuant to which the Physician Group shall grant to Buyer the right to use the name “M & S” royalty free in the conduct of the business of the
Centers. 
  
 (d) Each of the Contracts between
any of the Partnerships, on the one hand, and Seller or any of Seller’s Affiliates, on the other hand, shall have been terminated as of the Closing Date, and, except for any provisions of the Contract which survive the expiration or termination
of the Contract, each of the parties thereto shall have released all claims against the other arising out of such Contract, pursuant to one or more agreements reasonably acceptable to Buyer and Seller. 
  
 7.10 Closing under the Related Agreement. All of the conditions
precedent to the consummation of the transactions contemplated by the Related Agreement shall have been satisfied or waived so that the transactions contemplated by this Agreement and by the Related Agreement may be consummated simultaneously.

  

	8.	CLOSING; TERMINATION OF AGREEMENT 

  
 8.01. Closing. 
  
 (a) Consummation of the sale, purchase and contribution of the Partnership Interests and the other transactions contemplated by and
described in this Agreement (the “Closing”) shall take place at the office of Seller at 10:00 a.m. on the fifth business day following satisfaction or waiver of the conditions set forth in Articles 6 and 7, or at such time or place
as the Parties may mutually agree. Unless otherwise agreed in writing by the Parties at Closing, the Closing shall be effective for accounting purposes as of 12:01 a.m. on the Closing Date. 
  
 (b) At the Closing, Buyer may designate one or more
Affiliates to take title to the Partnership Interests for regulatory or other reasons and references to instruments or agreements to be executed and delivered to or by Buyer in this Agreement at Closing shall apply to each such designee with respect
to the Partnership Interests acquired by it. Buyer shall notify Seller prior to Closing of the names of such designees and, from and after Closing, the rights, privileges and benefits of this Agreement applicable to Buyer 

  

 30 








 
shall benefit each such designee, subject to the terms, covenants and conditions of this Agreement, with respect to the Partnership Interests acquired by it.

  
 8.02. Action of Seller at Closing. At the Closing and
unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer: 
  
 (a) A bill of sale and assignment, fully executed by Seller, in form and substance acceptable to Buyer, conveying to Buyer good and valid title to the Partnership Interests owned by Seller free and clear of all
Encumbrances; 
  
 (b) Copies of resolutions duly
adopted by the partners of Seller authorizing and approving the execution and delivery of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the
Closing Date by appropriate officers of Seller’s general partner; 
  
 (c) A certificate of the duly authorized President or Vice President of Seller’s general partner certifying that each of the representations and warranties of Seller contained in this Agreement that is qualified
as to materiality is true and correct on and as of the Closing Date, that each of the other representations and warranties of Seller contained in this Agreement is true and correct in all material respects on and as of the Closing Date, and that
each and all of the terms, covenants and agreements to be complied with or performed by Seller on or before the Closing Date have been complied with and performed; 
  
 (d) Certificates of incumbency for the respective officers of Seller’s general partner executing the
Agreement and the Closing Documents; 
  
 (e)
Certificates of existence and good standing for Seller and Seller’s general partner from the states of Delaware and Texas and for Radiologix from the state of Delaware, in each case dated the most recent practical date prior to Closing;

  
 (f) One or more certificates evidencing the
insurance policy requirements described in Section 5.14; and 
  
 (g) Such other Closing Documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby. 
  
 8.03. Action of Buyer at Closing. At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller: 
  
 (a) The Purchase Price; 
  
 (b) Copies of resolutions duly adopted by the partners of
Buyer authorizing and approving the execution and delivery of this Agreement by Buyer and the Closing Documents and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the Closing Date by
appropriate officers of Buyer’s general partner; 
  

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 (c) A certificate of the duly authorized President or a Vice President of Buyer’s
general partner certifying that each of the representations and warranties of Buyer contained in this Agreement that is qualified as to materiality is true and correct on and as of the Closing Date, that each of the other representations and
warranties of Buyer contained in this Agreement is true and correct in all material respects on and as of the Closing Date, and that each and all of the terms, covenants and agreements to be complied with or performed by Buyer on or before the
Closing Date have been complied with and performed; 
  
 (d) Certificates of incumbency for the officers of Buyer’s general partner, San Antonio Partners, and Vanguard executing this Agreement and the Closing Documents; 
  
 (e) Certificates of existence and good standing for Buyer, Buyer’s general partner and San Antonio
Partners from the states of Delaware and Texas, and for Vanguard from the state of Delaware, in each case dated the most recent practical date prior to Closing; and 
  
 (f) Such other Closing Documents as Seller reasonably deem necessary to effect the transactions contemplated
hereby. 
  
 8.04. Termination Prior to Closing. 
  
 (a) Notwithstanding anything herein to the contrary, this
Agreement may be terminated by Seller and/or Buyer, and the transactions contemplated by this Agreement abandoned, upon notice by the terminating Party to the other Parties: 
  
 (i) at any time before the Closing, by mutual consent of Buyer and Seller; 
  
 (ii) by Buyer in accordance with Section 5.11; 

 
 (iii) at any time before the Closing, by Buyer on the one
hand, or Seller on the other hand, in the event of material breach of this Agreement by the non-terminating Party or if the satisfaction of any condition to such Party’s obligations under this Agreement becomes impossible or impracticable with
the use of commercially reasonable efforts and the failure of such condition to be satisfied is not caused by a breach by the terminating Party; 
  
 (iv) at any time after June 1, 2004 by Seller if the transactions contemplated by this Agreement have not been consummated on or before
such date and such failure to consummate is not caused by a breach of this Agreement by Seller; 
  
 (v) at any time after June 1, 2004 by Buyer if the transactions contemplated by this Agreement have not been consummated on or before such
date and such failure to consummate is not caused by a breach of this Agreement by Buyer; 
  

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 (vi) by Buyer if any supplement to a Schedule delivered by Seller pursuant to Section
10.01(b) discloses any event or circumstance that Buyer, in its sole but reasonable discretion, believes has had or will have a Material Adverse Effect; or 
  
 (vii) by Buyer if, since February 29, 2004, any event, occurrence or development of a state of circumstances or facts has occurred which
has had or reasonably could be expected to have a Material Adverse Effect, and Seller is not reasonably likely to cure or remediate, prior to June 1, 2004, the consequences of the Material Adverse Effect. 
  
 (b) If this Agreement is validly terminated pursuant to this
Section, this Agreement will be null and void, and there will be no liability on the part of any Party (or any of their respective partners, officers, employees or other agents) except that, upon termination of this Agreement pursuant to
subparagraphs (iii), (iv) or (v) above, Seller will remain liable to Buyer and Buyer will remain liable to Seller for any breach of their respective obligations under Section 5.14 existing at the time of such termination, and each Party may seek
such remedies or damages against the other with respect to any such breach as are provided in this Agreement or as are otherwise available at law or in equity. 
  

	9.	INDEMNIFICATION 

  
 9.01. Indemnification by Seller and San Antonio Partners. Subject to and to the extent provided in this Article, from and after the Closing, Seller
and San Antonio Partners shall severally (but not jointly) indemnify, defend and hold harmless Buyer’s Indemnified Persons, and each of them, from and against any Losses incurred or suffered by Buyer’s Indemnified Persons, directly or
indirectly, as a result of or arising from: 
  
 (a) any inaccuracy of any representation or warranty of Seller, whether or not Buyer’s Indemnified Persons relied thereon or had knowledge thereof, provided that in determining whether there has been any such inaccuracy, any
qualification as to materiality included in any representation or warranty shall not be taken into account; and 
  
 (b) the nonfulfillment of any covenant, agreement or other obligation of Seller or the Partnerships set forth in this Agreement or in any
other agreement or instrument delivered by Seller pursuant to this Agreement. 
  
 9.02. Seller’s and San Antonio Partners’ Limitations. San Antonio Partners shall have no liability under Section 9.01(a). Seller shall have no liability under Section 9.01(a) and no claim shall accrue
against Seller under Section 9.01(a) (i) if Seller proves that prior to the Effective Date Buyer had actual knowledge of the inaccuracy of such representation or warranty, and (ii) unless and until the total liability of Seller in respect of claims
arising under Section 9.01(a) exceeds $100,000 in the aggregate, provided that there shall be no minimum Losses requirement, and liability of Seller shall arise from and after $1.00 of Losses, in respect of Losses resulting from Seller’s
intentional misrepresentation or fraud. 
  
 9.03.
Indemnification by Buyer. Subject to and to the extent provided in this Article, from and after the Closing Date, Buyer shall indemnify, defend and hold harmless Seller’s 

  

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Indemnified Persons, and each of them, from and against any Losses incurred or suffered by Seller’s Indemnified Persons, directly or indirectly, as a
result of or arising from: 
  
 (a) the inaccuracy
in any representation or warranty of Buyer, whether or not Seller’s Indemnified Persons relied thereon or had knowledge thereof, provided that in determining whether there has been any such inaccuracy, any qualification as to materiality
included in any representation or warranty shall not be taken into account; and 
  
 (b) the nonfulfillment of any covenant, agreement or other obligation of Buyer set forth in this Agreement or in any other agreement or
instrument delivered by Buyer pursuant to this Agreement. 
  
 9.04. Buyer’s Limitations. Buyer shall have no liability under Section 9.03(a) and no claim shall accrue against Buyer under Section 9.03(a) (i) if Buyer proves that prior to Closing Seller had actual knowledge of the inaccuracy
of such representation or warranty, and (ii) unless and until the total liability of Buyer in respect of claims arising under Section 9.03(a) exceeds $100,000 in the aggregate, provided that there shall be no minimum Losses requirement, and
liability of Buyer shall arise from and after $1.00 of Losses, in respect of Losses resulting from Buyer’s intentional misrepresentation or fraud. 
  
 9.05. Notice and Procedure. All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article shall be
asserted and resolved as follows: 
  
 (a)(i) If
any claim or demand for which an Indemnifying Party would be liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any Buyer’s Indemnified Person or Seller’s Indemnified Person (a “Third Party
Claim”), the Indemnified Party shall deliver a Claim Notice with reasonable promptness to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim
and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within 30 days after the Indemnified Party receives notice of
such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim if and only to the extent that the Indemnifying Party’s ability to defend the Third Party Claim has
been irreparably prejudiced by such failure. The Indemnifying Party will notify the Indemnified Party within 10 days after receipt of the Claim Notice (the “Notice Period”) whether the Indemnifying Party intends, at the sole cost
and expense of the Indemnifying Party, to defend the Indemnified Party against the Third Party Claim. The assumption by the Indemnifying Party of the defense of the Third Party Claim constitutes an admission by the Indemnifying Party that the claim
is one for which the Indemnifying Party is ultimately liable under this Article. 
  
 (ii) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party intends to defend the
Indemnified Party against the Third Party Claim, then the Indemnifying Party will have the right to 

  

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defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the
Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party (with the consent of the Indemnified Party). The Indemnifying Party will have full control of such defense and proceedings; provided that the
Indemnified Party may file during the Notice Period, at the sole cost and expense of the Indemnified Party, any motion, answer or other pleading that the Indemnified Party may deem necessary or appropriate to protect its interests and not
irrevocably prejudicial to the Indemnifying Party (it being understood and agreed that, except as provided in Section 9.05(a)(iii), if an Indemnified Party takes any such action that is irrevocably prejudicial and conclusively causes a final
adjudication that is materially adverse to the Indemnifying Party, the Indemnifying Party will be relieved of its obligations hereunder with respect to that portion of the Third Party Claim prejudiced by the Indemnified Party’s action); and
provided further that, if requested by the Indemnifying Party, the Indemnified Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnifying Party and its counsel in contesting any Third Party Claim that
the Indemnifying Party elects to contest or, if appropriate in the judgment of the Indemnified Party and related to the Third Party Claim, in making any counterclaim or cross-claim against any Person (other than the Indemnified Party). The
Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 9.05(a)(ii) and, except as provided in the preceding sentence, the Indemnified Party
will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Third Party Claim on behalf of the Indemnified Party if (1) the Persons against whom the
claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between
them, in which case any Indemnified Party shall have the right to defend the Third Party Claim on its own behalf and to employ counsel at the expense of the Indemnifying Party. 
  
 (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Notice Period that the
Indemnifying Party intends to defend the Indemnified Party against the Third Party Claim, or if the Indemnifying Party gives such notice but fails to diligently prosecute or settle the Third Party Claim, or if the Indemnifying Party fails to give
any notice whatsoever within the Notice Period, then the Indemnified Party will have the right (but not the obligation) to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which
proceedings will be diligently prosecuted by the Indemnified Party to a final conclusion or settled at the discretion of the Indemnified Party. The Indemnified Party will have full control of such defense and proceedings, including any compromise or
settlement thereof; provided that, if requested by the Indemnified Party, the Indemnifying Party shall cooperate, at the sole cost and expense of the Indemnifying Party, with the Indemnified Party and its counsel in contesting the Third Party
Claim which the 

  

 35 








 
Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim or cross claim against any
Person (other than the Indemnifying Party). 
  
 (iv) Notwithstanding the foregoing provisions of Section 9.05(a)(iii), if the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party
against the Third Party Claim, and if such dispute is resolved pursuant to Section 9.05(c) in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense
pursuant to Section 9.05(a)(iii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all such costs and expenses. The
Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to Section 9.05(a)(iii), but the Indemnifying Party will bear its own costs and expenses with respect thereto if such
participation is not at the request of the Indemnified Party. 
  
 (b) In the event any Indemnified Party should have a claim against any Indemnifying Party that is not a Third Party Claim, the Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the
Indemnifying Party specifying the nature of and specific basis for the claim and, to the extent then feasible, the amount or the estimated amount of the claim. The failure by any Indemnified Party to give timely notice referred to in the preceding
sentence shall not impair such Person’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within ten
days following its receipt of the Indemnity Notice that the Indemnifying Party disputes its obligation to indemnify the Indemnified Party hereunder, the claim will be conclusively deemed a liability of the Indemnifying Party hereunder. 

 
 (c) If the Indemnifying Party timely disputes its
liability with respect to a claim described in a Claim Notice or an Indemnity Notice, the Indemnifying Party and the Indemnified Party shall proceed promptly and in good faith to negotiate a resolution of such dispute within 60 days following
receipt of the Claim Notice or Indemnity Notice. 
  
 (d) The Indemnifying Party shall pay the amount of any liability to the Indemnified Party within 30 days following its receipt of a Claim Notice or an Indemnity Notice, or on such later date (i) in the case of a Third Party Claim, as the
Indemnified Party suffers Losses in respect of the Third Party Claim, or (ii) in the case of an Indemnity Notice in which the amount of the claim is estimated, promptly after any Losses in respect of such claim are actually incurred by the
Indemnified Party. In the event the Indemnified Party is not paid in full for its claim in a timely manner after the Indemnifying Party’s obligation to indemnify and the amount thereof has been determined, the amount due shall bear interest
from the date that the Indemnifying Party received the Claim Notice or the Indemnity Notice until paid at the interest rate provided in Section 10.15, and in addition to any other rights it may have against the Indemnifying 

  

 36 








 
Party, the Indemnified Party shall have the right to set-off the unpaid amount of such claim against any amounts owed by it to the Indemnifying Party.

  
 (e) Any estimated amount of a claim submitted
in a Claim Notice or an Indemnity Notice shall not be conclusive of the final amount of such claim, and the giving of a Claim Notice when an Indemnity Notice is properly due, or the giving of an Indemnity Notice when a Claim Notice is properly due,
shall not impair such Indemnified Party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. Notice of any claim comprised in part of Third Party Claims and claims that
are not Third Party Claims may be given pursuant to either Section 9.05(a) or 9.05(b). 
  
 9.06. Contribution. In recognition of the fact that Buyer and San Antonio Partners are Affiliates, the obligations of Seller and San Antonio Partners to indemnify any Indemnified Persons pursuant to Section
9.01 is a several obligation and not a joint, or a joint and several, obligation. As a result, Buyer’s Indemnified Persons may seek indemnification against Seller without also being required to join San Antonio Partners in the claim, but
Buyer’s Indemnified Persons may not seek indemnification solely against San Antonio Partners. Furthermore, the extent to which Seller or San Antonio Partners shall be liable to any Indemnified Party for Losses in respect of any particular claim
shall be determined by multiplying (i) the total Losses suffered by the Indemnified Party in respect of which the claim was made times (ii) the percentage interest of Seller or San Antonio Partners, as the case may be, in the Partnership in respect
of which the claim arose. If Seller is held by a court of competent jurisdiction to be liable to any Indemnified Party for Losses that exceed Seller’s percentage share of such Losses, as determined by the immediately preceding sentence, Buyer
and San Antonio Partners shall jointly and severally be obligated to contribute to the amount paid or payable by Seller as a result of such claim in such proportion as is appropriate to reflect the relative percentage interest of Seller and of San
Antonio Partners in connection with the Partnership in respect of which the claim arose. Notwithstanding anything in this Agreement to the contrary, Seller shall not have any obligation to make any contribution or to indemnify or hold harmless San
Antonio Partners for any Loss incurred or suffered by Buyer, except in connection with a Third Party Claim in which Seller was a defendant. 
  
 9.07. Survival of Representations; Indemnity Periods. 
  
 (a) Notwithstanding the right of Buyer to investigate the Centers or any right of any Party to investigate the accuracy of the
representations and warranties of another Party in this Agreement, or any actual investigation by or knowledge of a Party, Seller has, on the one hand, and Buyer and Vanguard have, on the other hand, the right to rely fully upon the representations,
warranties, covenants and agreements of the other contained in this Agreement, and except as expressly provide otherwise in Section 9.02, Seller’s obligations in this Agreement to indemnify Buyer’s Indemnified Persons for breaches of any
representation or warranty of Seller pursuant to this Article 9 will not be affected by any investigation by or on behalf of Buyer or by Buyer’s knowledge that any such representation is or might be untrue. The representations and warranties
contained in this Agreement made by Seller and Buyer, respectively, will survive the Closing (X) indefinitely with respect to matters covered by Sections 3.02 (a), 3.04, 4.02(a) and 4.03 

  

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and (Y) until two years after the Closing Date in the case of all other representations and warranties, except that 
  
 (i) any representation or warranty that would otherwise
terminate in accordance with clause (b) above shall survive if a Claim Notice or an Indemnity Notice shall have been given on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as
provided in this Article and 
  
 (ii) in the
event of intentional misrepresentation or fraud in the making of any representation or warranty, all representations and warranties, that are the subject of the intentional misrepresentation or fraud shall survive until 60 days after the expiration
of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) with respect to matters covered thereby. 
  
 (b) All covenants and agreements to be performed after the Closing Date will survive the Closing for the term specified therein, or, if no
term is specified, indefinitely. Rights to indemnification under this Article will survive until any claims brought hereunder shall have been satisfied or otherwise resolved as provided herein. 
  

	10.	GENERAL 

  
 10.01. Schedules. 
  
 (a) The Schedules and all exhibits and documents referred to in or attached to this Agreement are integral parts of this Agreement as if
fully set forth herein and all statements appearing therein shall be deemed to be representations. Nothing in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule identifies
the exception with reasonable particularity and, without limiting the generality of the foregoing, the mere listing of a document as an exception to any representation or warranty shall not be deemed to disclose the contents of such document as an
exception to any representation or warranty. 
  
 (b) At or prior to Closing, Seller shall modify or amend the Schedules or deliver to the Buyer new Schedules as necessary to make each of the representations and warranties of Seller contained in Article 3 true and correct in all material
respects on and as of the Closing Date, provided that without Buyer’s written consent, (i) Seller may not modify or amend any Schedule to disclose any event or circumstance that occurred prior to the Effective Date, (ii) Seller may not
modify or amend any Schedule to disclose any event or circumstance attributable to the default or breach by Seller of any covenant or agreement contained in this Agreement, (iii) Seller may not modify or amend any Schedule relating to the
representations and warranties in Section 3.05, 3.07 or 3.08, and (iv) no such modification or amendment may add any Encumbrances or any material liabilities or obligations of the Partnerships.  
  
 10.02. Tax and Government Payment Program Effect. None of the Parties
(nor such Parties’ counsel or accountants) has made or is making in this Agreement any representation to 

  

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any other Party (or such Party’s counsel or accountants) concerning any of the Tax or Government Payment Program effects or consequences on the other
Party of the transactions provided for in this Agreement. Each Party represents that it has obtained, or may obtain, independent Tax and Government Payment Program advice with respect thereto and upon which it, if so obtained, has solely relied.

  
 10.03. Reproduction of Documents. This Agreement and
all documents relating hereto, including consents, waivers and modifications which may hereafter be executed, the Closing Documents, financial statements, certificates and other information previously or hereafter furnished to any Party, may be
reproduced by any Party by any photographic, microfilm, electronic or similar process and the Parties may destroy any original documents so reproduced. The Parties stipulate that any such reproduction shall be admissible in evidence as the original
itself in any judicial, arbitral or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the ordinary course of business) and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence. 
  
 10.04. Missing Consents to Assignment. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract, claim or other right if the transfer of the Partnership
Interests would constitute an assignment thereof and without the consent of another Person such assignment would (i) constitute a breach thereof or in any material way affect the rights of the Partnership or Buyer thereunder, (ii) be ineffective or
render the Contract void or voidable, or (iii) materially affect the Partnership’s or Buyer’s rights thereunder so that Buyer would not in fact receive all such rights. In any such event, Seller shall cooperate in any reasonable
arrangement designed to provide for Buyer the benefits under any such Contract, claim or right, including enforcement of any and all rights of Seller against the other Person arising out of the breach or cancellation by such other Person or
otherwise. After Closing, the Parties shall continue to use commercially reasonable efforts to obtain the consent of the assignment of such Contract, claim or right. 
  
 10.05. Time of Essence. Time is of the essence in the performance of this Agreement, provided that, if the day
on or by which a notice must or may be given, or the performance of any Party’s obligation is due, is a Saturday, Sunday or holiday for banks in San Antonio, Texas, then the day on or by which such notice must or may be given, or that such
performance is due, shall automatically be extended to the first business day thereafter. This Section may be waived only in a writing expressly referring hereto. 
  
 10.06. Consents, Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this
Agreement requires or permits any consent or approval to be given by any Party or provides that any Party must or may exercise discretion, such consent or approval shall not be unreasonably withheld, conditioned or delayed and such discretion shall
be reasonably exercised. 
  
 10.07. Choice of Law. This
Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to such State’s conflicts of laws rules. 
  

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 10.08. Benefit; Assignment. This Agreement shall inure to the benefit of and be binding upon the
Parties and their respective legal representatives, successors and assigns. No Party may assign its rights under this Agreement without the prior written consent of the other Parties, provided that Buyer may assign this Agreement, in whole or
in part, to any Affiliate of Buyer, and to any other Person who takes title to all or any portion of the Partnership Interests in connection with Buyer’s financing (including a sale/leaseback) of the transactions described herein. 

 
 10.09. Third Party Beneficiary. The terms and provisions of this
Agreement (including provisions regarding employee and employee benefit matters) are intended solely for the benefit of the Parties, Buyer’s Indemnified Persons, Seller’s Indemnified Persons, and their respective successors and permitted
assigns, and are not intended to confer third-party beneficiary rights upon any other Person. Any reference in this Agreement to one or more Employee Benefit Plans of Buyer includes provisions, if any, in such plans permitting their termination or
amendment and any covenant in this Agreement to provide any Employee Benefit Plan shall not be deemed or construed to limit Buyer’s right to terminate or amend such plan of Buyer in accordance with its terms. 
  
 10.10. Waiver of Breach, Right or Remedy. The waiver by any Party of
any breach or violation by another Party of any provision of this Agreement or of any right or remedy permitted the waiving Party in this Agreement (i) shall not waive or be construed to waive any subsequent breach or violation of the same provision
(ii) shall not waive or be construed to waive a breach or violation of any other provision, and (iii) must be express and must be in writing and may not be presumed or inferred from any Party’s conduct. Except as expressly provided otherwise in
this Agreement, no remedy conferred by this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be in addition to every other remedy granted in this Agreement or now or hereafter existing at law or in equity,
by statute or otherwise. The election of any one or more remedies by a Party shall not constitute a waiver of the right to pursue other available remedies. In addition to any other rights and remedies any Party may have at law or in equity for
breach of this Agreement, each Party shall be entitled to seek an injunction to enforce the provisions of this Agreement. 
  
 10.11. Notices. Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given if given
in writing (i) on the date tendered by personal delivery, (ii) on the date received by facsimile or other electronic means, (iii) on the date tendered for delivery by nationally recognized overnight courier, or (iv) on the date tendered for delivery
by United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, in any event addressed as follows: 
  

			
	 If to Buyer or Vanguard:
	  	 Vanguard Health Systems, Inc.

	 	  	 20 Burton Hills Boulevard, Suite 100

	 	  	 Nashville, Tennessee 37215

	 	  	 Attn: General Counsel

	 	  	 Facsimile: 615.665.6197


  

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	 If to Seller:
	  	 Radiologix, Inc.

	 	  	 3600 Chase Tower

	 	  	 2200 Ross Avenue

	 	  	 Dallas, TX 75201-2776

	 	  	 Attn: President & Chief Executive Officer

	 	  	 Facsimile: 214.303.2778


  
 or to such other address or number,
and to the attention of such other Person, as any Party may designate at any time in writing in conformity with this Section. 
  
 10.12. Misdirected Payments; Offset. Each Party shall remit to the proper Party with reasonable promptness any monies received by such Party that
should have been received by the other Party pursuant to the terms of this Agreement, including any monies received by Buyer, San Antonio Partners or the Partnerships with respect to the Accounts Receivables. If Buyer reasonably determines after
Closing that funds previously paid or credited to Seller in respect of services rendered prior to the Closing Date have resulted in an overpayment or must be repaid, Seller shall be responsible for the repayment of said monies (and the defense of
such actions). If any Party suffers any deduction to or offset or withhold against amounts due to such Party as a result of amounts owed by another Party, the other Party shall promptly pay to such Party the amounts so billed or offset upon demand.
Any amounts due Buyer by Seller or its Affiliate, or due Seller by Buyer or its Affiliate, may be offset against monies or other funds held by the Party entitled to payment. 
  
 10.13. Severability. If any provision of this Agreement is held or determined to be illegal, invalid or unenforceable
under any present or future law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced
as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible. 
  
 10.14. Entire Agreement; Amendment. This Agreement supersedes all previous contracts, agreements and understandings and constitutes the entire agreement of whatsoever kind or nature existing between or among
the Parties representing the within subject matter and no Party shall be entitled to benefits other than those specified herein. As between or among the Parties, any oral or written representation, agreement or statement not expressly incorporated
herein, whether given prior to or on the Effective Date, shall be of no force and effect unless and until made in writing and signed by the Parties on or after the Effective Date. The representations and warranties set forth in this Agreement shall
survive the Closing and remain in full force and effect as provided in Article 9, and shall survive the execution and delivery of all other agreements, instruments or other documents described, referenced or contemplated herein and shall not be
merged herewith or therewith. Each representation, warranty and covenant contained in this Agreement has independent significance and if any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative level of specificity) that such Party has not breached shall not detract 

  

 41 








 
from or mitigate the fact that the Party is in breach of the first representation, warranty or covenant. This Agreement may be executed in two or more
counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument. This Agreement may not be amended except in a written instrument executed the Parties. 
  
 10.15. Interest. Unless otherwise provided herein to the contrary, any
monies required to be paid by any Party to another Party pursuant to this Agreement shall be due two business days after demand therefor and if not paid when due shall accrue interest from and after the due date to and including the date full
payment is made at an annual rate equal to the average prime rate of Citibank, N.A., during such period plus three percent per annum. 
  
 10.16. Drafting. No provision of this Agreement shall be interpreted for or against any Person on the basis that such Person was the draftsman of
such provision, and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provision of this Agreement. 
  
 10.17. Confidentiality; Public Announcements. 
  
 (a) Except as required by Legal Requirements, Seller and Radiologix, on the one hand, and Buyer and
Vanguard, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors and except to the applicable Governmental
Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party. 
  
 (b) At all times before the Closing, Seller, on the one hand, and Buyer, on the other hand, will consult
with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s approval of the text of
any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of
legal counsel to such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing
herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party. 
  

	11.	GUARANTEES 

  
 11.01. Guarantee of Buyer’s and San Antonio Partners’ Obligations. Vanguard, as principal obligor and not merely as a surety, hereby
unconditionally guarantees full, punctual and complete performance by Buyer and San Antonio Partners of all of their respective obligations under this Agreement and each of the Closing Documents subject to the terms hereof and thereof 

  

 42 








 
and so undertakes to Seller that, if and whenever Buyer or San Antonio Partners is in default, Vanguard will on demand duly and promptly perform or procure
the performance of their respective obligations. The foregoing guarantee is a continuing guarantee and will remain in full force and effect until the obligations of Buyer and San Antonio Partners under this Agreement have been duly performed or
discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid to Seller must be restored by Seller upon the bankruptcy, liquidation or reorganization of Buyer or San Antonio Partners.
Vanguard’s obligations under this Section shall not be affected or discharged in any way by any proceeding with respect to Buyer or San Antonio Partners under any federal or state bankruptcy, insolvency or debtor relief laws. 

 
 11.02. Guarantee of Seller’s Obligations. Radiologix, as
principal obligor and not merely as a surety, hereby unconditionally guarantees full, punctual and complete performance by Seller of Seller’s obligations under this Agreement and each of the Closing Documents subject to the terms hereof and
thereof and so undertakes to Buyer and Vanguard that, if and whenever Seller is in default, the Foundation will on demand duly and promptly perform or procure the performance of Seller’s obligations. The foregoing guarantee is a continuing
guarantee and will remain in full force and effect until the obligations of Seller under this Agreement have been duly performed or discharged and will continue to be effective or will be reinstated, as the case may be, if at any time any sum paid
to Buyer or Vanguard must be restored by Buyer or Vanguard upon the bankruptcy, liquidation or reorganization of Seller. Radiologix’s obligations under this Section shall not be affected or discharged in any way by any proceeding with respect
to Seller under any federal or state bankruptcy, insolvency or debtor relief laws.  
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed in multiple originals by their duly authorized officers as of the Effective Date. 
  

									
	 M & S IMAGING PARTNERS, L.P.
	 	 	 	 RADIOLOGIX, INC.

					
	By:	 	 M & S Imaging Partners, I, Inc.,
 General Partner
	 	 	 	By:	 	Sami S. Abbasi
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	Executive Vice President
	 	 	 	 	 	 	 	 	


  

					
			
	 	 	 By:
	 	Sami S. Abbasi
	 	 	 	 	

	 	 	 Title:
	 	Executive Vice President
	 	 	 	 	


  

									
	 VHS SAN ANTONIO PARTNERS, L.P.
	 	 	 	 VHS SAN ANTONIO IMAGING PARTNERS, L.P.

					
	By:	 	 VHS Acquisition Subsidiary Number 5,
 Inc., General Partner
	 	 	 	By:	 	 VHS Acquisition Subsidiary Number 5,
 Inc., General Partner

	 	 	 	 	 	 	 	 	 

  

													
							
	 	 	     By:
	 	 	 	 	 	 	 	         By:
	 	 
	 	 	 	 	
	 	 	 	 	 	 	 	

	 	 	     Title:
	 	 	 	 	 	 	 	         Title:
	 	 
	 	 	 	 	
	 	 	 	 	 	 	 	


  

									
	 VANGUARD HEALTH SYSTEMS, INC.
	 	 	 	 
					
	 By:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 Title:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 

  

 44