Common use of Ownership and Title Clause in Contracts

Ownership and Title. The Seller owns of record and has good and marketable title to, the Purchased Shares. The Seller Certificates represent the number of outstanding Shares of Common Stock purported to be represented thereon, regardless of any incorrect designations as "Class A Common Stock" or of incorrect par value thereon, and transfer of the Seller Certificates to Purchaser as contemplated by this Agreement will convey legal and beneficial ownership of the Purchased Shares purported to be owned by Seller. Such Purchased Shares are shares of Common Stock that have been validly issued by the Issuer, are fully paid and nonassessable (except as provided in 180.0622(2)(b) of the Wisconsin Statutes) and are free and clear of all options, rights of other persons, pledges, security interests, liens, encumbrances, voting restrictions, voting trusts, transfer restrictions and any other adverse claim, except, in the case of transfer restrictions, (i) as may be imposed by Federal or state securities laws, (ii) as reflected on the Seller Certificates that contain a legend to the effect that any resale thereof by the Seller be registered under applicable securities laws unless the Issuer obtains an opinion of its counsel that such resale is exempt from applicable registration requirements (the "Restrictive Legend"), and (iii) the effect, if any, of the Rights Agreement (including, without limitation, a legend on the Seller Certificates making reference to the Rights Agreement). Without limiting the foregoing, Seller confirms that the Seller Certificates contain no legend, other than the Restrictive Legend, that has any legal effect to restrict the transfer of the Purchased Shares.

Ownership and Title. The Seller owns of record and has good and marketable title to, the Purchased Shares. The Seller Certificates represent the number of outstanding Shares of Common Stock purported to be represented thereon, regardless of any incorrect designations as "“Class A Common Stock" ” or of incorrect par value thereon, and transfer of the Seller Certificates to Purchaser as contemplated by this Agreement will convey legal and beneficial ownership of the Purchased Shares purported to be owned by Seller. Such Purchased Shares are shares of Common Stock that have been validly issued by the Issuer, are fully paid and nonassessable (except as provided in 180.0622(2)(b) of the Wisconsin Statutes) and are free and clear of all options, rights of other persons, pledges, security interests, liens, encumbrances, voting restrictions, voting trusts, transfer restrictions and any other adverse claim, except, in the case of transfer restrictions, (i) as may be imposed by Federal or state securities laws, (ii) as reflected on the Seller Certificates that contain a legend to the effect that any resale thereof by the Seller be registered under applicable securities laws unless the Issuer obtains an opinion of its counsel that such resale is exempt from applicable registration requirements (the "“Restrictive Legend"”), and (iii) the effect, if any, of the Rights Agreement (including, without limitation, a legend on the Seller Certificates making reference to the Rights Agreement). Without limiting the foregoing, Seller confirms that the Seller Certificates contain no legend, other than the Restrictive Legend, that has any legal effect to restrict the transfer of the Purchased Shares.

Ownership and Title. The Seller owns of record legally and beneficially (as a bona fide purchaser from Janesville Medical Center, Ltd.) and has good and marketable title to, the Purchased Shares. The Seller Certificates represent the number of outstanding Shares of Common Stock purported to be represented thereon, regardless of any incorrect designations as "“Class A Common Stock" ” or of incorrect par value thereon, and transfer of the Seller Certificates to Purchaser as contemplated by this Agreement will convey legal and beneficial ownership of the Purchased Shares purported to be owned by Seller. Such Purchased Shares are shares of Common Stock that have been validly issued by the Issuer, are fully paid and nonassessable (except as provided in 180.0622(2)(b) of the Wisconsin Statutes) and are free and clear of all options, rights of other persons, pledges, security interests, liens, encumbrances, voting restrictions, voting trusts, transfer restrictions and any other adverse claim, except, in the case of transfer restrictions, (i) as may be imposed by Federal or state securities laws, (ii) as reflected on the Seller Certificates that contain a legend to the effect that any resale thereof by the Seller be registered under applicable securities laws unless the Issuer obtains an opinion of its counsel that such resale is exempt from applicable registration requirements (the "“Restrictive Legend"”), and (iii) the effect, if any, of the Rights Agreement (including, without limitation, a legend on the Seller Certificates making reference to the Rights Agreement). Without limiting the foregoing, Seller confirms that the Seller Certificates contain no legend, other than the Restrictive Legend, that has any legal effect to restrict the transfer of the Purchased Shares.