Common use of Escrow of Net Proceeds Clause in Contracts

Escrow of Net Proceeds. (a) Unless the Acquisition shall have been consummated simultaneously with the consummation of the offering of the Notes, the maximum Escrow Proceeds will be placed by the Issuers in escrow until the satisfaction of the conditions described below. The terms of the escrow will be set forth in the Escrow Agreement, pursuant to which the Issuers will deposit with the Escrow Agent on the Issue Date the Escrow proceeds. The Issuers will grant the Trustee, for the benefit of the Holders subject to any lien of the Escrow Agent, a first priority security interest in the escrow account and all deposits and investment property therein to secure the Special Mandatory Redemption. (b) Certain funds held in the Escrow Account will be released to the Issuers in accordance with the Escrow Agreement upon delivery by the Issuers to the Escrow Agent and the Trustee of an Officers’ Certificate certifying that, prior to or concurrently with the release of funds from the Escrow Account (clauses (1) through (2) below, collectively, the “Escrow Conditions”): (i) (a) all conditions precedent to the consummation of the Acquisition will have been satisfied or waived in accordance with the terms of the agreements governing the Acquisition (other than the payment of Purchase Price (as defined in the Transaction Agreement) and other than those conditions that by their terms are to be satisfied simultaneously with the consummation of the Acquisition) and (B) the Acquisition will be consummated on substantially the terms described in the prospectus substantially concurrently with the release of funds on deposit with the Escrow Agent; and (ii) no Event of Default shall have occurred and be continuing under the Indenture.

Escrow of Net Proceeds. (a) Unless the conditions to closing the RHM Portfolio Acquisition (other than the payment of the acquisition consideration pursuant to the RHM Portfolio Acquisition Agreement and other than those conditions that by their terms are to be satisfied contemporaneously with the consummation of the acquisition) shall have been consummated simultaneously with or prior to the consummation of the offering of the Notes, the maximum Escrow Proceeds will be placed by the Issuers in escrow until the satisfaction of the conditions described below. The terms of the escrow will be set forth in the Escrow Agreement, pursuant to which the Issuers will deposit with the Escrow Agent on the Issue Date an amount equal to the Escrow proceeds. The Issuers will grant the Trustee, for the benefit of the Holders subject to any lien of the Escrow Agent, a first priority security interest in the escrow account and all deposits and investment property therein to secure the Special Mandatory Redemption. (b) Certain funds held in the Escrow Account will be released to the Issuers in accordance with the Escrow Agreement upon delivery by the Issuers to the Escrow Agent and the Trustee of an Officers’ Officer’s Certificate certifying that, prior to or concurrently with the release satisfaction of funds from the Escrow Account following conditions (clauses (1) through (2) below, collectively, the “Escrow Conditions”):) the satisfaction of the following conditions, which may be satisfied contemporaneously with the release of the Escrow Proceeds on or prior to the Release Date: (i) (a) all conditions precedent to the consummation of the RHM Portfolio Acquisition will have been satisfied or waived in accordance with the terms of the agreements governing the RHM Portfolio Acquisition Agreement (other than the payment of Purchase Price (as defined in the Transaction RHM Portfolio Acquisition Agreement) and other than those conditions that by their terms are to be satisfied simultaneously with the consummation of the RHM Portfolio Acquisition) and (B) the RHM Portfolio Acquisition will be consummated on substantially the terms described in the prospectus substantially concurrently with the release of funds on deposit with the Escrow AgentProspectus; and (iic) no Event of Default shall have occurred and be continuing under the Indenture.

Escrow of Net Proceeds. (a) Unless the Acquisition Merger shall have been consummated simultaneously with the consummation of the offering of the Notes, the maximum Company, the Guarantors, the Trustee and the Escrow Agent shall enter into the Escrow Agreement and, in connection therewith, the Escrow Proceeds will be placed by the Issuers Company in escrow until the satisfaction earliest of (i) the date on which the Company delivers to the Escrow Agent the Officers’ Certificate referred to in Section 4.20(b), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in clause (ii) of Section 8 of the conditions described below. form of Note attached hereto as Exhibit B. The terms of the escrow will shall be set forth in the Escrow Agreement, pursuant to which the Issuers will Company shall deposit with the Escrow Agent Agent, on the Issue Date, the net proceeds (after deducting the underwriting discount) from the offering of the Notes together with additional cash and Eligible Escrow Investments, in an amount sufficient to redeem (as reasonably determined by the Company taking into account investment income therefrom and proceeds thereof) the Notes for cash at a redemption price equal to the aggregate issue price of the Notes sold on the Issue Date, together with accrued and unpaid interest on such Notes from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, as the case may be, up to, but not including, the Business Day after the Escrow proceedsEnd Date (collectively, the “Escrow Proceeds”). The Issuers will Company shall grant the Trustee, for the benefit of the Holders Holders, subject to any lien Lien of the Escrow Agent, a first priority security interest in the escrow account Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption; provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Proceeds are released from the escrow in accordance with the Escrow Agreement. (b) Certain funds held in The Company will only be entitled to direct the Escrow Account will be released Agent to the Issuers release Escrow Proceeds in accordance with the Escrow Agreement (in which case the Escrow Proceeds will be paid to or as directed by the Company as provided in the Escrow Agreement) upon delivery by the Issuers to the Escrow Agent and Agent, on or prior to the Trustee Escrow End Date, of an Officers’ Certificate certifying thatthat the following conditions have been or, prior to or substantially concurrently with the release of funds from the Escrow Account Proceeds, will be satisfied (clauses (1) through (2) below, collectively, the date of delivery of such certificate to the Escrow Agent is hereinafter called the “Escrow ConditionsRelease Date”): (i1) (aA) all conditions precedent to the consummation of the Acquisition Merger will have been satisfied or waived in accordance with the terms of the agreements governing the Acquisition Merger Agreement (other than the payment of Purchase Price Closing Merger Consideration (as defined in the Transaction Merger Agreement) and other than those conditions that by their terms are to be satisfied simultaneously substantially concurrently with the consummation of the AcquisitionMerger) and (B) the Acquisition Merger will be consummated on substantially the terms described in the this prospectus supplement substantially concurrently with the release of funds on deposit with the Escrow Agent; and; (ii2) no Default or Event of Default shall have occurred and be continuing under this Indenture; (3) all conditions precedent to the Indentureexecution and delivery of the amendment to the Senior Credit Agreement (other than the release of the Escrowed Proceeds) have been satisfied or waived and prior to or substantially concurrently with the release of the funds from the Escrow Account, the amendment to the Senior Credit Agreement will be effective and the term loans to be drawn in connection with the Merger will be able to be drawn upon by the Company on the Release Date; and (4) Health Care Partners Holdings LLC and its subsidiaries that are required to guarantee the Senior Credit Agreement shall have, by supplemental indenture or joinder, as applicable, effective upon the Escrow Release Date, become, or substantially concurrently with the Release shall become, parties to the Indenture and other transaction documents as Subsidiary Guarantors.

Escrow of Net Proceeds. (a) Unless the Acquisition Merger shall have been consummated simultaneously with the consummation of the offering of the Notes, the maximum Company, the Guarantors, the Trustee and the Escrow Agent shall enter into the Escrow Agreement and, in connection therewith, the Escrow Proceeds will be placed by the Issuers Company in escrow until the satisfaction earliest of (i) the conditions described belowdate on which the Company delivers to the Escrow Agent the Officers’ Certificate referred to in Section 4.20(b), (ii) the Escrow End Date and (iii) the date on which the Company delivers notice to the Escrow Agent to the effect set forth in clause (ii) of Section 3.07. The terms of the escrow will shall be set forth in the Escrow Agreement, pursuant to which the Issuers will Company shall deposit with the Escrow Agent Agent, on the Issue Date, the net proceeds (after deducting the underwriting discount) from the offering of the Notes together with additional cash and Eligible Escrow Investments, in an amount sufficient (as reasonably determined by the Company taking into account investment income therefrom and proceeds thereof) to redeem the Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Notes sold on the Issue Date, together with accrued and unpaid interest on such Notes from the Issue Date or the most recent date to which interest has been paid or duly provided for on the Notes, as the case may be, up to, but not including, the Business Day after the Escrow proceedsEnd Date (collectively, the “Escrow Proceeds”). The Issuers will Company shall grant the Trustee, for the benefit of the Holders Holders, subject to any lien Lien of the Escrow Agent, a first priority security interest in the escrow account Escrow Account and all deposits and investment property therein to secure the payment of the Special Mandatory Redemption; provided, however, that such Lien and security interest shall automatically be released and terminate at such time as the Escrow Proceeds are released from the escrow in accordance with the Escrow Agreement. (b) Certain funds held in The Company will only be entitled to direct the Escrow Account will be released Agent to the Issuers release Escrow Proceeds in accordance with the Escrow Agreement (in which case the Escrow Proceeds will be paid to or as directed by the Company as provided in the Escrow Agreement) upon delivery by the Issuers to the Escrow Agent and Agent, on or prior to the Trustee Escrow End Date, of an Officers’ Certificate certifying thatthat the following conditions have been or, prior to or substantially concurrently with the release of funds from the Escrow Account Proceeds, will be satisfied (clauses (1) through (2) below, collectively, the date of delivery of such certificate to the Escrow Agent is hereinafter called the “Escrow ConditionsRelease Date”): (i1) (aA) all conditions precedent to the consummation of the Acquisition Merger will have been been, or substantially concurrently with the release of the Escrow Proceeds will be, satisfied or waived in accordance with the terms of the agreements governing the Acquisition Merger Agreement (other than the payment of Purchase Price Closing Merger Consideration (as defined in the Transaction Merger Agreement) and other than those conditions that by their terms are to be satisfied simultaneously substantially concurrently with the consummation of the AcquisitionMerger) and (B) the Acquisition Merger will be consummated on substantially the terms described in the Company’s prospectus supplement dated August 14, 2012 relating to the Notes substantially concurrently with the release of funds on deposit with the Escrow Agent; and; (ii2) no Default or Event of Default shall have occurred and be continuing under this Indenture; (3) all conditions precedent to the Indentureexecution and delivery of the amendment to the Senior Credit Agreement (other than the release of the Escrow Proceeds) have been, or substantially concurrently with the release of the Escrow Proceeds will be, satisfied or waived and prior to or substantially concurrently with the release of the funds from the escrow account, the amendment to the Senior Credit Agreement will be effective and the term loans to be drawn in connection with the Merger will be able to be drawn upon by the Company substantially concurrently with the release of the funds from the escrow account; and (4) Health Care Partners Holdings LLC and its subsidiaries that are required to guarantee the Senior Credit Agreement shall have, by supplemental indenture or joinder, as applicable, effective upon the release of the funds from the escrow account, become, or substantially concurrently with the release of the funds from the escrow account shall become, parties to the Indenture and other transaction documents as Subsidiary Guarantors.