“Excluded Accounts” shall mean, collectively, # any zero-balance accounts, # any payroll, withholding tax and other fiduciary or escrow accounts, in each case solely to the extent such accounts contain only amounts designated for payment of payroll, withholding tax and other fiduciary or escrow liabilities, # refund accounts, solely to the extent such accounts contain amounts designated for refunds to patients, Governmental Authorities or Third Party Payors; # third party administrator accounts, solely to the extent such accounts contain amounts related to the administration of payment and collections for physicians (other than management fees relating to such administration); # accounts containing payments from CMS that have not yet been applied to claims; # any accounts owned exclusively by Excluded Subsidiaries; and # any other accounts as long as the aggregate monthly average daily balance for all such Loan Parties in all such other accounts does not exceed $500,000 at any time.

No assets of Company are excluded from this Agreement. The Company and Shareholders understand and agree that this Agreement represents a purchase of all the Shares of Company by the Buyer, and that all assets of Company, including cash, accounts receivable, inventory, and work in progress shall be sold in the sale and transfer to Buyer. Additionally, the Company and Shareholders understand and agree that at the time of closing there shall be no material adverse change to Company’s working capital (consisting of Cash+AR-AP+inventory+WIP) as of the balance sheet date of August 31, 2021.

Excluded Action or Omissions. To Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified, as determined by a court of competent jurisdiction in a final adjudication (as to which all rights of appeal therefrom have been exhausted or lapsed); provided, however, that notwithstanding any limitation set forth in this [Section 9(a)] regarding the Company’s obligation to Indemnify Indemnitee, Indemnitee shall be entitled under Section 3 hereof to receive Expense Advances with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified.

Notwithstanding anything to the contrary in this Agreement, in no event shall the Seller be deemed to sell, transfer, assign, convey or deliver any of the Excluded Assets to the Buyer, and the Seller shall retain all right, title and interest to, in and under, and all Liabilities with respect to, the Excluded Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean only the following items, assets and properties of the Seller:

SECTION # Deposit Accounts. Subject to Section 5.12 and Section 5.13, none of the Borrower or any other Loan Party will at any time own, open, establish or suffer to exist in its name any Deposit Account or Securities Account, except # Controlled Accounts and # Excluded Accounts.

Cross-Age. If the dollar amount of accounts of an account debtor which are not Eligible Accounts under subparagraph # above exceeds 10% of the total dollar amount due from such account debtor (which percentage limitation may change from time to time at Bank's discretion), all of such account debtor's accounts shall be excluded from Eligible Accounts.

SECTION # Deposit Accounts and Securities Accounts. The Borrower will, and will cause each of the Subsidiary Guarantors to, keep all of its Deposit Accounts and Securities Accounts separate from, and will not commingle any of its cash or cash equivalents with, those of other Persons (including its Subsidiaries and Affiliates); provided that the foregoing shall not restrict any Investment permitted under Section 6.05 or any Restricted Payment permitted under [Section 6.07]. Subject to Section 5.12, the Borrower will, and will cause each of the Subsidiary Guarantors to, deposit, or cause to be deposited, promptly, and in any event no later than the second Business Day after the receipt thereof, all of its cash and cash equivalents (other than amounts to be deposited in Excluded Accounts) in Controlled Accounts. Subject to Section 5.12, each Deposit Account of the Borrower or any Subsidiary Guarantor (other than an Excluded Account) shall at all times be a Controlled Account and each Securities Account of the Borrower or any Subsidiary Guarantor (other than an Excluded Account) shall at all times be a Controlled Account.

8.5Administration of Deposit Accounts. [Schedule 8.5] sets forth all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than a Deposit Account exclusively used for payroll, payroll taxes or employee benefits, or an account containing not more than $100,000 at any time, all such accounts being “Excluded Deposit Accounts”). A Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account (other than any Excluded Deposit Accounts) and, with the consent of Agent, will amend [Schedule 8.5] to reflect same.

The Buyer shall deliver, on behalf of the Sellers and the Company, an amount equal to the Excluded Liabilities to the holders of such Excluded Liabilities, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative.

Deferred Compensation Accounts. The Company shall maintain a bookkeeping Deferred Compensation Account for the Deferred Compensation of each participating Director. With respect to any Deferred Compensation deferred by Director hereunder, such Deferred Compensation shall be denominated in Deferred Stock Units.