Common use of CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the obligations of the Purchaser under this Agreement are, at the option of the Purchaser, subject to the fulfillment of each of the conditions set forth below. (a) The representations of the Seller and ETI contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby, shall be true and correct in all material respects on and as of the Closing Date. On or before the Closing Date, the Seller shall have complied with and duly performed any and all covenants, agreements and conditions in all material respects, on its part to be complied with or performed pursuant to or in connection with this Agreement on or before the Closing Date. (b) The Purchaser shall have received a certificate executed by the Secretary of ETI and ETIC setting forth a copy of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, counsel for Seller, dated as of the Closing Date to the effect that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETIC, and is the valid and binding obligation of ETI and ETIC, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might materially and adversely affect or impair the Property; and (vi) the transactions contemplated hereby will not cause a breach of the certificate of incorporation or by-laws of ETI or ETIC.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the obligations The obligation of Purchaser to proceed with consummation of the Purchaser under this Agreement are, at Transaction on the option of Closing Date and to close the Purchaser, Transaction shall be subject to the fulfillment satisfaction or waiver by it of each of the following conditions set forth below.precedent: (a) The representations Parties shall have obtained the governmental and regulatory consents and approvals required of them under Section 13.4 to effect the Transaction. (b) No suit or action by any third party or any investigation, inquiry, or proceeding by any governmental authority, or any legal or administrative proceeding shall have been instituted or threatened on or before the Closing Date which: (i) questions the validity or legality of this Agreement or any transaction contemplated herein, (ii) seeks to enjoin any transaction contemplated herein, or (iii) seeks Material damages on account of the Seller consummation of the Transaction that would have a Material Adverse Effect. (c) Sellers shall have delivered to Purchaser the documents to be delivered by them pursuant to Article 6 in the forms provided for herein. (d) Sellers shall have obtained (collectively, the “Material Consents”): (i) all consents required to transfer Sellers’ equity interests in the ASC Joint Venture Partnership identified on Schedule 7.2(c) and ETI all other consents of third parties to the assignment of Assumed Agreements that are material to the consummation of the Transaction and listed on Schedule 14.1(d)(i); (ii) consents to assignment and estoppels from the third party landlords or tenants under the material real property leases that are described on Schedule 14.1(d)(ii); (iii) consents to the assignment of agreements with commercial third party payors that represent, in the aggregate, at least seventy five percent (75%) of the Sellers’ aggregate revenue received from all commercial third-party payors in the twelve (12) full calendar months immediately preceding the date of this Agreement (“Sellers’ TTM Commercial Revenue”) (excluding United Healthcare and all of its affiliates for purposes of determining Sellers’ TTM Commercial Revenue and for purposes of determining the percentage of Sellers’ TTM Revenue represented by consents delivered pursuant to this Section); (iv) consents from East Tennessee Heart Consultants to assignment of the Master Practice Lease Agreement, Asset Lease Agreements, Unconditional Guaranty, Employee Lease, Realty Leases for Practices, and Medical Records Custodial Agreement all dated May 1, 2010 between MPS-Cardiology, LLC and East Tennessee Heart Consultants; (v) consents to assignment of not less than seventy five percent (75%) of the physician employment contracts listed on Schedule 14.1(d)(v); and (vi) consents to assignment of not less than fifty five percent (55%) of the physician employment contracts listed on Schedule 14.1(d)(vi). The Material Consents shall be in a form and substance reasonably satisfactory to Purchaser. Purchaser shall use reasonable business efforts to assist Sellers in obtaining the Material Consents and, without limiting the provisions of Sections 14.1(d)(iii), Sellers and Purchaser shall use reasonable business efforts to obtain, and will seek to prioritize the obtaining of consents to the assignment of all agreements with Aetna Health, Inc., BlueCross BlueShield of Tennessee, Inc., Cigna HealthCare of Tennessee, Inc., and Humana Health Plan, Inc. (e) The Parties will have agreed upon and finalized the form and substance of Schedule 4.3 (Allocation) hereto. (f) Purchaser will have been provided documentation or other evidence reasonably satisfactory to it that Sellers have made arrangements for the release of or discharge of all liens, encumbrances, mortgages and security interests on the Purchased Assets, other than Permitted Exceptions and those items listed on Schedule 6.3. The foregoing condition to closing will be deemed to have been satisfied notwithstanding Sellers’ failure to obtain UCC-3 releases relating to paid off indebtedness, expired or terminated liens, or liens that are not individually or in the aggregate material. Sellers agree to use continuing efforts following the Closing to obtain and deliver any UCC-3 releases not delivered at Closing in accordance with the preceding sentence. (g) Each of the representations and warranties of Sellers and CHP contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby, Agreement shall be true and correct in all material respects on as of the Closing, with the same force and effect as if made as of the Closing Date. On (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except in either case where any failure of a representation or before warranty to be so true and correct, either individually or in the Closing Dateaggregate, would not result in a Material Adverse Effect, the covenants and agreements contained in Section 11.4 (Access to Information), Section 13.1 (Non-Disclosure and Confidentiality; Publicity) and Section 13.2 (Exclusivity) (collectively the “Seller Specified Covenants”) shall have complied with and duly performed any and all covenants, agreements and conditions in all material respects, on its part to be complied with or performed pursuant to or in connection with this Agreement by Sellers and CHP on or before the Closing Date. (b) The Purchaser shall have received a certificate executed by the Secretary of ETI and ETIC setting forth a copy of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, counsel for Seller, dated as of the Closing Date to the effect that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETIC, and is the valid and binding obligation of ETI and ETIC, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect theretoMaterial respects, and the award by courts of money damages rather than specific performance of contractual provisions involving matters covenants and agreements contained in this Agreement other than the payment of money; (iv) counsel has no knowledge of Specified Covenants shall be complied with by Sellers and CHP on or before the Closing, except where a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant failure to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might materially and adversely affect or impair the Property; and (vi) the transactions contemplated hereby will comply would not cause result in a breach of the certificate of incorporation or by-laws of ETI or ETICMaterial Adverse Effect.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the obligations of the Purchaser under this Agreement are, at the option of the Purchaser, PURCHASER’S obligation to Close is subject to the fulfillment of each satisfaction, in all material aspects, or waiver by PURCHASER, of the following conditions set forth below.(the “Conditions Precedent to Purchaser’s Obligation to Close”): (a) The representations No ruling of a court or governmental authority shall have been issued, promulgated or proffered with legal powers sufficient for such to restrict, on a temporary or permanent basis, or having as purpose or producing as an effect thereof, to prohibit, suspend or impede, the consummation of Closing. (b) SELLERS shall have delivered, electronically or in person, to PURCHASER, all the account, financial and tax information, as well as the AEROCAP and CUMBIA documents, including the audited financial statements and the official ledgers of the Seller company, as well as the recording of PURCHASER in each shareholders registry ledger. (c) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Legal Representative of AEROCAP to PURCHASER: (i) That AEROCAP does not have or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the AEROCAP Debt with TAMACO (subrogated in the PURCHASER on Closing) and ETI its interest in PROCAPEX, given its nature as a consortium, corresponding to 5% since December 15, 2006, and to 6% as from April 4, 2011, and lastly to 10% since September 28, 2016. (ii) That the only assets held or owned by AEROCAP are the 10.000.000 shares of AIRPLAN and the 10% interest in PROCAPEX. (iii) That AEROCAP is not currently, nor has ever been, a party to any employment agreement whatsoever. (iv) That except for the agreement for the checking account (which has no overdraws whatsoever as of the date hereof) with Bancolombia, and the obligations deriving from its interest in PROCAPEX, AEROCAP has no agreement whatsoever in place, producing any obligation whatsoever before third parties. (v) That there are no litigations nor pending claims against AEROCAP, nor against SELLERS or the assets thereof, that could prevent or impart the fulfillment of the obligations assumed by virtue of this Agreement, and that subject to the terms and conditions of this Agreement, neither the execution nor the performance nor the fulfillment of this Agreement, nor the consummation of the transactions contemplated therein, (1) will constitute a violation or a breach of an agreement entered into between AEROCAP and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which AEROCAP and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby(3) shall constitute a violation of an applicable rule, shall be true and correct in all material respects on and regulation, administrative or judicial order. (vi) That as of the Closing Date. On , AEROCAP is the holder of TEN MILLION (10.000.000) AIRPLAN Shares. (vii) That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that AEROCAP does not have fiscal or before tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (d) SELLERS shall have certified in writing, at the Closing Date, by means of a communication sent by the Seller shall Legal Representative of CUMBIA to PURCHASER: (i) That CUMBIA does not have complied or hold any liability whatsoever, existing or contingent, except for the liabilities or contingencies resulting from the CUMBIA Debt with TAMACO (subrogated in the PURCHASER on Closing) and duly performed any matter referring to the liability that may derive from its capacity as a party to the consortium with a 2% interest in PROCAPEX, between April 4, 2011 and all covenantsDecember 28, agreements and conditions 2016 (date in all material respectswhich its interest in PROCAPEX was assigned to AEROCAP). (ii) That the only assets held or owned by CUMBIA are the shares of AEROCAP that represent 10% interest in the capital of AEROCAP. (iii) That CUMBIA is not currently, on its part nor has ever been, a party to be complied with or performed pursuant to or any employment agreement whatsoever. (iv) That has no agreement whatsoever in connection with this Agreement on or place, producing any obligation whatsoever before third parties, except for those deriving from the agreement for the checking account (which has no overdraws whatsoever as of the Closing Date) with Bancolombia. (bv) The Purchaser shall have received a certificate executed by That there are no litigations nor pending claims against CUMBIA, nor against SELLERS or the Secretary of ETI and ETIC setting forth a copy assets thereof, that could prevent or impart the fulfillment of the resolutions adopted obligations assumed by their respective Boards virtue of Directors this Agreement, and stockholders that subject to the terms and conditions of ETI and ETIC approving this Agreement, neither the execution and delivery nor the performance nor the fulfillment of this Agreement and Agreement, nor the consummation of the transactions contemplated herebytherein, (1) will constitute a violation or a breach of an agreement entered into between CUMBIA and/or SELLERS and a third party, (2) are in conflict with or constitute (with or without the pass of time or notice) a breach of an agreement, deed or material obligation to which CUMBIA and/or SELLERS are a party, and that could materially adversely affect the fulfillment of the obligations contained in this Agreement, or (3) shall constitute a violation of an applicable rule, regulation, administrative or judicial order. (cvi) The Purchaser That SELLERS have obtained a report of outstanding amounts from the national and municipal tax authorities, in which it shows PURCHASER that CUMBIA does not have fiscal or tax liabilities with any authority whatsoever, and such report is delivered to PURCHASER. (e) SELLERS shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, counsel for Seller, dated as of met the Closing Date to the effect that (i) ETI representations and ETIC are corporations that are validly existing and warranties set forth in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETIC, and is the valid and binding obligation of ETI and ETIC, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might materially and adversely affect or impair the Property; and (vi) the transactions contemplated hereby will not cause a breach of the certificate of incorporation or by-laws of ETI or ETIC.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the obligations The obligation of the Purchaser under this Agreement are, to purchase the Purchased Securities pursuant to SECTION 2.2 hereof at the option of the Purchaser, Closing is subject to the fulfillment of each of the conditions set forth below. (a) The representations of the Seller and ETI contained in this Agreementcondition that, or otherwise made in writing in connection with the transactions contemplated hereby, shall be true and correct in all material respects on and as of the Closing Date. On , (i) the Purchaser shall have received from the Company the following items, each dated the Closing Date unless otherwise indicated, in form and substance satisfactory to the Purchaser, or before (ii) the following actions or events shall have occurred, unless waived by the Purchaser. (a) Resolutions of the stockholders, the Company's Board of Directors and the Special Committee of the Company's Board of Directors, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date, the Seller shall have complied with and duly performed any and all covenants, agreements and conditions in all material respects, on its part to be complied with or performed pursuant to or duly adopted and in connection with full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement on and (ii) officers to execute and deliver this Agreement and each other Transaction Document to which it is a party. (b) A copy of the Company's Articles of Incorporation and bylaws, certified by the Secretary or before Assistant Secretary of the Company as true and correct as of the Closing Date. (bc) The Purchaser shall have received a certificate executed by the Secretary of ETI and ETIC setting forth a A copy of the resolutions adopted by their respective Boards of Directors all third party consents and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxapprovals, counsel for Sellerif any, dated as of the Closing Date to the effect that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required necessary for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETIChereby or that are required in order to prevent a breach of or default under, and is a termination or modification of, or acceleration of the valid and binding obligation of ETI and ETICterms of, any contract, agreement or document required to be listed in the SEC Filings, in accordance with its terms, subject only each case on terms and conditions reasonably satisfactory to the effect of bankruptcyPurchaser. (d) No suit, insolvency, reorganization, moratorium, fraudulent conveyance, and action or other similar laws relating proceeding shall be pending against the Company before any court or governmental regulatory body or authority in which it is sought to restrain or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might materially and adversely affect or impair the Property; and (vi) prohibit the transactions contemplated hereby will not cause hereby, or that could reasonably be expected to have a breach Material Adverse Effect, and no injunction, judgment, order, decree or ruling with respect thereto shall be in effect. (e) Since January 20, 2003: (i) there shall have been no change or development that could reasonably be expected to have a Material Adverse Effect; and (ii) concurrently with the Closing, the Company's lender shall have entered into an amendment to its loan agreement with the Company to provide for an amortization of the certificate Company's current indebtedness to such lender over a period of incorporation or bynot less than forty-laws one (41) months. (f) The Purchased Securities shall have been delivered to the Purchaser. (g) The Company shall have reimbursed the Purchaser for fees and expenses incurred in connection with the preparation, execution and delivery of ETI or ETICthe Transaction Documents and in connection with obtaining the funds necessary to meet Purchaser's obligations hereunder, provided that such amount of reimbursement does not exceed fifteen thousand dollars ($15,000) in the aggregate.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the All obligations of the Purchaser to close under this Agreement are, at the option of the Purchaser, are subject to the fulfillment of each of the conditions set forth below.following conditions, prior to or at the Closing: (a) The representations of the Seller and ETI warranties made by Sellers contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby, shall be herein are true and correct in all material respects on at and as of the Closing Date. On or before time of the Closing DateClosing, with the Seller shall have complied with same effect as though such representations and duly performed any warranties were made at and all covenantsas of such time, agreements except for the representations and conditions warranties set forth in all material respectsSections 6.1, on its part to be complied with or performed pursuant to or in connection with this 6.2, and 6.3 of the Management Agreement on or before the Closing Dateconcerning Other Midwest Transmitter Sites. (b) The Purchaser shall Sellers, on or before the Closing, have received a certificate executed performed and complied with all terms, covenants, and conditions required by the Secretary of ETI and ETIC setting forth a copy of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and to be performed or complied with at or before the consummation of the transactions contemplated herebyClosing. (c) The Sellers deliver to Purchaser shall have received a certificate, dated the Closing Date and signed by an opinion appropriate officer of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, counsel for Seller, dated certifying as to the fulfillment of the conditions set forth in Subsections (a) and (b) of this Section 4.2. (d) The FINOVA Consent, the FCC Approval, and the Approval Order are obtained. (e) On or before October 15, 1999, Sellers will deliver to Purchaser audited financial statements of Sellers with auditors' consents as of the Closing Date fiscal years ending December 31, 1996, 1997, and 1998 and for the period from January 1, 1999 through June 30, 1999. For the audited financial statements of Sellers for the fiscal year ending December 31, 1998 and for the period from January 1, 1999 through June 30, 1999, Purchaser agrees to pay the effect that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws following portion of the state reasonable costs and expenses of their incorporation this audit at the Closing: (a) one-half of the first $30,000 and have (b) all reasonable audit costs and expenses over $30,000 (together, "PURCHASER'S AUDIT PAYMENT"). If the corporate power Closing does not occur due to carry on their business as it is now being conducted and is qualified to do business Purchaser's default, then Purchaser will pay the Purchaser's Audit Payment. (f) There has not been commenced, threatened, or received any proceeding, or notice thereof, that results or could result in Nevada; (ii) any and all consents or orders the citation of any and all courts Seller or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as the Transferred Business for violation of zoning ordinances in connection with the use of the Closing DateSeller's locations or requiring the cessation of such use. (g) Sellers deliver such other documents, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETICopinions, and is the valid and binding obligation of ETI and ETIC, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award certificates as are reasonably requested by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might materially and adversely affect or impair the Property; and (vi) the transactions contemplated hereby will not cause a breach of the certificate of incorporation or by-laws of ETI or ETICfor Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the obligations The obligation of Purchasers to proceed with consummation of the Purchaser under this Agreement are, at Transaction on the option of Closing Date and to close the Purchaser, Transaction shall be subject to the fulfillment satisfaction or waiver by it of each of the following conditions set forth below.precedent: (a) The representations Each of the Seller representations and ETI warranties of Sellers contained in this Agreement, or otherwise made Agreement shall be true and correct on the Effective Date; each of the representations and warranties of Sellers contained in writing 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 Sellers contained in connection with the transactions contemplated hereby, this Agreement shall be true and correct in all material respects on and as of the Closing Date. On or before the Closing Date, the Seller . (b) Sellers shall have performed and complied with and duly performed any and all covenants, agreements and conditions in all material respects, on its part respects with all covenants and conditions required by the Agreement to be performed or complied with or performed pursuant by them prior to or in connection with this Agreement on or before the Closing Date. (bc) The Purchaser Purchasers shall have received a certificate executed by the Secretary of ETI and ETIC setting forth a copy duly authorized officer of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, counsel for each Seller, dated as of the Closing Date to the effect that Date, certifying on behalf of Sellers: (i) ETI since the Pricing Date and ETIC are corporations that are validly existing and except as set forth in good standing under Schedule 6.9, there has been no material adverse change in the laws operations or financial condition of the state Baptist Facilities prior to the Closing Date and to his/her knowledge, there has been no event, occurrence or development which has had or is likely to have a material adverse change in the Purchased Assets or results of their incorporation operations or financial condition of the Sellers, and have the corporate power Baptist Facilities taken as a whole, except for the effect of changes in laws, regulations or market conditions generally applicable to carry on their business as it is now being conducted hospitals operating in Phoenix, Arizona; and is qualified to do business in Nevada; (ii) any its representations and all consents warranties contained in Article 6 or orders of any Article 7, as the case may be, are true and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained correct on and as of the Closing DateDate as if made on and as of such date. (d) No suit or action by any third party or any investigation, which are required for inquiry, or proceeding by any governmental authority, or any legal or administrative proceeding shall have been instituted or threatened on or before the Closing Date which: (i) questions the validity or legality of this Agreement or any transaction contemplated herein, (ii) seeks to enjoin any transaction contemplated herein, or (iii) seeks material damages on account of the consummation of the transactions contemplated Transaction. (e) All notices required to be given by this Agreement; (iii) this Agreement has Sellers related to any bond financing or to any governmental or regulatory authority shall have been duly executed given and delivered by ETI any and ETICall waiting periods (including those under the HSR Act) shall have expired or been terminated or waived, and is the valid and binding obligation of ETI and ETIC, in accordance but with its terms, subject respect to such notices only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating extent the failure to or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might give such notices would materially and adversely affect or impair the Property; and (vi) the transactions contemplated hereby will not cause a breach consummation of the certificate Transaction or the operation of incorporation the Baptist Facilities following the Closing. All appropriate bond trustee, bondholder, bond insurer, third party and governmental or by-laws regulatory approvals, authorizations or consents to the consummation of ETI the Transaction shall have been obtained, to the extent the failure to obtain any of the foregoing would materially and adversely affect the consummation of the Transaction or ETICthe business or operations of the Baptist Facilities following the Closing. (f) Purchasers shall have received irrevocable commitments by the Title Insurance Company to issue the title insurance policies, subject to the Permitted Exceptions dated as of the Closing Date issued in favor of Purchasers. (g) Sellers shall have delivered to Purchasers the documents to be delivered by them pursuant to Article 5 in the forms provided for herein. (h) Purchasers shall have obtained documentation or other evidence reasonably satisfactory to Purchasers that: (i) Purchasers have received confirmation from the Arizona Department of Health Services and other applicable licensure agencies that upon Closing all licenses required by law to operate the Baptist Facilities will be transferred to or issued in the name of Purchasers; (ii) Sellers have obtained consents to assignment of substantially all of the Assumed Contracts for which such consents are required; (iii) Sellers have obtained such consents and approvals as may be legally or contractually required for Sellers to transfer and assign the Shares to Purchasers; and

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision hereinanything contained herein to the contrary, the obligations Purchaser’s obligation to consummate its acquisition and to make payment of the Purchaser under this Agreement are, at the option of the Purchaser, Purchase Price shall be subject to the fulfillment satisfaction on or before the Closing Date, of each of the following conditions set forth below.precedent: (a) 10.1.1 The representations Seller delivering title to the Property in accordance with the provisions hereof and a final examination of title and Survey and of the Seller Property shall reveal that no title defects or Exceptions exist other than Permitted Exceptions; 10.1.2 The Seller’s warranties and ETI contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby, representations herein shall be true and correct in all material respects on and as of the Closing Date. On or before the Closing Date, the Seller shall have complied with and duly performed any and all covenants, agreements and conditions in all material respects, on its part to be complied with or performed pursuant to or in connection with this Agreement on or before the Closing Date. (b) The Purchaser shall have received a certificate executed by the Secretary of ETI and ETIC setting forth a copy of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, counsel for Seller, dated as of the Closing Date to the effect as if made on and as of that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as date; 10.1.3 As of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETICthere shall be no administrative agency, and is the valid and binding obligation of ETI and ETIC, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to litigation or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; (iv) counsel has no knowledge of a breach by ETIC or ETI governmental proceeding of any representation made by ETIC or ETI pursuant to this Agreement; (v) counsel has no knowledge of any kind whatsoever, pending or threatened litigation, action, or proceeding involving ETIC or ETI or against the entry of any orders or injunctions which might Seller that would materially and adversely affect the Property prior to or impair after the Closing Date; and 10.1.4 The Seller shall not be in default of any material condition of this 10.1.5 Purchaser shall have obtained, at its cost and expense all final and unappealable Governmental Approvals, as defined in the Redevelopment Agreement, required by the City of Lambertville and all other governmental or quasi-governmental agencies and entities under any statute, law, ordinance, rule or regulation, or any private or semiprivate entity or agency under any statute, law, ordinance rule or regulation, all of the foregoing which have jurisdiction over and whose approval is required or with whom a contract must be made for the construction of the Project. The Governmental Approvals shall also be deemed to include (1) a water service agreement with, and approvals from, the utility company and/or public agencies having potable water jurisdiction over the Property; , (2) a sewer service agreement with, and approvals from, the utility company or public agency, having sewerage jurisdiction over, and construction and operating permits for sewer extensions issued by the New Jersey Department of Environmental Protection, all so as to provide sewer service to the Property, (vi3) a gas service agreement, if necessary, (4) access and egress easements from public or private parties providing for access to the transactions contemplated hereby will not cause a breach of Property for roads, utilities, sidewalks and other improvements which may be common to the certificate of incorporation or by-laws of ETI or ETICProject.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE. Notwithstanding any other provision herein, the obligations The obligation of Purchaser to proceed with consummation of the Purchaser under this Agreement are, at Transaction on the option of Closing Date and to close the Purchaser, Transaction shall be subject to the fulfillment satisfaction or waiver by it of each of the following conditions set forth below.precedent: (a) The representations Parties shall have obtained the governmental and regulatory consents and approvals required of them under Section 13.4 to effect the Transaction. (b) No suit or action by any third party or any investigation, inquiry, or proceeding by any governmental authority, or any legal or administrative proceeding shall have been instituted or threatened on or before the Closing Date which: (i) questions the validity or legality of this Agreement or any transaction contemplated herein, (ii) seeks to enjoin any transaction contemplated herein, or (iii) seeks Material damages on account of the Seller consummation of the Transaction that would have a Material Adverse Effect. (c) Sellers shall have delivered to Purchaser the documents to be delivered by them pursuant to Article 6 in the forms provided for herein. (d) Sellers shall have obtained (collectively, the “Material Consents”): (i) all consents required to transfer Sellers’ equity interests in the ASC Joint Venture Partnership identified on Schedule 7.2(c) and ETI all other consents of third parties to the assignment of Assumed Agreements that are material to the consummation of the Transaction and listed on Schedule 14.1(d)(i); (ii) consents to assignment and estoppels from the third party landlords or tenants under the material real property leases that are described on Schedule 14.1(d)(ii); (iii) consents to the assignment of agreements with commercial third party payors that represent, in the aggregate, at least seventy five percent (75%) of the Sellers’ aggregate revenue received from all commercial third-party payors in the twelve (12) full calendar months immediately preceding the date of this Agreement (“Sellers’ TTM Commercial Revenue”) (excluding United Healthcare and all of its affiliates for purposes of determining Sellers’ TTM Commercial Revenue and for purposes of determining the percentage of Sellers’ TTM Revenue represented by consents delivered pursuant to this Section); (iv) *** ; (v) consents to assignment of not less than seventy five percent (75%) of the physician employment contracts listed on Schedule 14.1(d)(v); and (vi) consents to assignment of not less than fifty five percent (55%) of the physician employment contracts listed on Schedule 14.1(d)(vi). The Material Consents shall be in a form and substance reasonably satisfactory to Purchaser. Purchaser shall use reasonable business efforts to assist Sellers in obtaining the Material Consents and, without limiting the provisions of Sections 14.1(d)(iii), Sellers and Purchaser shall use reasonable business efforts to obtain, and will seek to prioritize the obtaining of consents to the assignment of all agreements with Aetna Health, Inc., BlueCross BlueShield of Tennessee, Inc., Cigna HealthCare of Tennessee, Inc., and Humana Health Plan, Inc. (e) The Parties will have agreed upon and finalized the form and substance of Schedule 4.3 (Allocation) hereto. (f) Purchaser will have been provided documentation or other evidence reasonably satisfactory to it that Sellers have made arrangements for the release of or discharge of all liens, encumbrances, mortgages and security interests on the Purchased Assets, other than Permitted Exceptions and those items listed on Schedule 6.3. The foregoing condition to closing will be deemed to have been satisfied notwithstanding Sellers’ failure to obtain UCC-3 releases relating to paid off indebtedness, expired or terminated liens, or liens that are not individually or in the aggregate material. Sellers agree to use continuing efforts following the Closing to obtain and deliver any UCC-3 releases not delivered at Closing in accordance with the preceding sentence. (g) Each of the representations and warranties of Sellers and CHP contained in this Agreement, or otherwise made in writing in connection with the transactions contemplated hereby, Agreement shall be true and correct in all material respects on as of the Closing, with the same force and effect as if made as of the Closing Date. On (other than such representations and warranties as are made as of another date, which shall be true and correct as of such date), except in either case where any failure of a representation or before warranty to be so true and correct, either individually or in the Closing Dateaggregate, would not result in a Material Adverse Effect, the covenants and agreements contained in Section 11.4 (Access to Information), Section 13.1 (Non-Disclosure and Confidentiality; Publicity) and Section 13.2 (Exclusivity) (collectively the “Seller Specified Covenants”) shall have complied with and duly performed any and all covenants, agreements and conditions in all material respects, on its part to be complied with or performed pursuant to or in connection with this Agreement by Sellers and CHP on or before the Closing Date. (b) The Purchaser shall have received a certificate executed by the Secretary of ETI and ETIC setting forth a copy of the resolutions adopted by their respective Boards of Directors and stockholders of ETI and ETIC approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (c) The Purchaser shall have received an opinion of Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxxx, counsel for Seller, dated as of the Closing Date to the effect that (i) ETI and ETIC are corporations that are validly existing and in good standing under the laws of the state of their incorporation and have the corporate power to carry on their business as it is now being conducted and is qualified to do business in Nevada; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by ETI and ETIC, and is the valid and binding obligation of ETI and ETIC, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect theretoMaterial respects, and the award by courts of money damages rather than specific performance of contractual provisions involving matters covenants and agreements contained in this Agreement other than the payment of money; (iv) counsel has no knowledge of Specified Covenants shall be complied with by Sellers and CHP on or before the Closing, except where a breach by ETIC or ETI of any representation made by ETIC or ETI pursuant failure to this Agreement; (v) counsel has no knowledge of any pending or threatened litigation, action, or proceeding involving ETIC or ETI or the entry of any orders or injunctions which might materially and adversely affect or impair the Property; and (vi) the transactions contemplated hereby will comply would not cause result in a breach of the certificate of incorporation or by-laws of ETI or ETICMaterial Adverse Effect.