Common use of Representations, Warranties and Covenants of Stockholder Clause in Contracts

Representations, Warranties and Covenants of Stockholder. Stockholder represents and warrants to, and agrees with, Acquiror that: (a) this Agreement has been duly executed and delivered by Stockholder and constitutes a valid and legally binding obligation of Stockholder enforceable in accordance with its terms; (b) Stockholder is not subject to or obligated under any provision of (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order judgment or decree which would be breached or violated by Stockholder's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by Stockholder of the transactions contemplated by this Agreement; (d) as of the date of this Agreement, the Shares consist of: (i) 5,916 shares of Company Common Stock owned by Ramsay and 550,000 shares of Company Common Stock which may be acquired upon the exercise by Ramsay of stock options which provide for an exercise price per share which is less than $5.00 (which options are currently exercisable as to 366,666 shares); (ii) 3,731,339 shares of Company Common Stock owned by Holdings; (iii) 751,024 shares of Company Common Stock owned by Hospitals; and (iv) 906,352 shares of Company Common Stock owned by HSA; and (e) on the date hereof Stockholder has, and Stockholder will have at all times up to the earlier of (i) the termination of this Agreement or (ii) the Effective Time, the unrestricted power to vote the Shares and the sole power to demand appraisal rights with respect to the Shares.

Representations, Warranties and Covenants of Stockholder. Stockholder represents and warrants to, and agrees with, Acquiror that: (a) this Agreement has been duly executed and delivered by Stockholder and constitutes a valid and legally binding obligation of Stockholder enforceable in accordance with its terms; (b) Stockholder is not subject to or obligated under any provision of (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order judgment or decree which would be breached or violated by Stockholder's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by Stockholder of the transactions contemplated by this Agreement; (d) as of the date of this Agreement, the Shares consist of: (i) 5,916 of 546,806 shares of Company Common Stock owned by Ramsay the Stockholder and 550,000 shares of Company Common Stock which may be acquired upon the exercise by Ramsay the Stockholder of stock options which provide for an exercise price per share which is less than $5.00 (which options are currently exercisable as to 366,666 shares); (ii) 3,731,339 shares of Company Common Stock owned by Holdings; (iii) 751,024 shares of Company Common Stock owned by Hospitals; and (iv) 906,352 shares of Company Common Stock owned by HSA; and: (e) on the date hereof Stockholder has, and Stockholder will have at all times up to the earlier of (i) the termination of this Agreement or (ii) the Effective Time, the unrestricted power to vote the Shares and the sole power to demand appraisal rights with respect to the Shares.

Representations, Warranties and Covenants of Stockholder. Stockholder represents and warrants to, and agrees with, Acquiror that: (a) this Agreement has been duly executed and delivered by Stockholder and constitutes a valid and legally binding obligation of Stockholder enforceable in accordance with its terms; (b) Stockholder is not subject to or obligated under any provision of (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order judgment or decree which would be breached or violated by Stockholder's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by Stockholder of the transactions contemplated by this Agreement; (d) as of the date of this Agreement, the Shares consist of: (i) 5,916 of 546,806 shares of Company Common Stock owned by Ramsay the Stockholder and 550,000 shares of Company Common Stock which may be acquired upon the exercise by Ramsay the Stockholder of stock options which provide for an exercise price per share which is less than $5.00 (which options are currently exercisable as to 366,666 shares); (ii) 3,731,339 shares of Company Common Stock owned by Holdings; (iii) 751,024 shares of Company Common Stock owned by Hospitals; and (iv) 906,352 shares of Company Common Stock owned by HSA; and (e) on the date hereof Stockholder has, and Stockholder will have at all times up to the earlier of (i) the termination of this Agreement or (ii) the Effective Time, the unrestricted power to vote the Shares and the sole power to demand appraisal rights with respect to the Shares.