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such borrowings to be assumed by Buyer pursuant to this
Section 4.10(c) shall be mutually agreeable to Parent and
Buyer.
4.11 Supplementary Agreements. On or prior to the
Closing, Parent, Seller and Buyer shall enter into separate
agreements (collectively, the "Supplementary Agreements")
relating to the subject matters and having substantially the
terms and conditions set forth in the following Schedules
and as otherwise mutually agreed to by the parties thereto:
(i) purchases of supplies through arrangements
with Parent (Schedule 4.11(a)):
(ii) provision of computer services (Schedule
4.11(b));
(iii) provision of transition services (Schedule
4.11(c));
(iv) purchase of the Warrants (Schedule 1.02(b));
(v) Preferred Stock subscription (Schedule
1.02(a));
(vi) participation in Equicor's provider network
(Schedule 4.11(d));
(vii) assumption of certain obligations and
contracts by Buyer (Schedule 4.11(e)); and
(viii) sublease of certain office space (Schedule
4.11(f)).
* * * * * * *
ARTICLE V
CONDITIONS TO CLOSING
5.01 Conditions Precedent to Obligations of Buyer,
Parent and Seller. The respective obligations of Buyer, on
the one hand, and Parent and Seller, on the other hand, to
consummate the transactions contemplated by this Plan are
subject to the satisfaction, at or prior to the Closing
Date, of each of the following conditions, any or all of
which may be waived in whole or in part by Buyer, on the one
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