Common use of Seller’s Acknowledgements Clause in Contracts

Seller’s Acknowledgements. (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of the Company, its Affiliates and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased Shares; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased Shares, and has had the opportunity to ask questions of, and receive answers, from the Company and its officers and directors, and to obtain such additional information which the Company, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its or his own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased Shares; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased Shares, the Company, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased Shares; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased Shares. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its or his advisors shall imply that the Company has made any representation or warranty in respect of the Company, its Affiliates, its subsidiaries, the Repurchased Shares or the purchase and sale of the Repurchased Shares, other than the matters set forth herein. (b) The Seller acknowledges and understands that the Company and its Affiliates and representatives may be in possession of material non-public information not known to such Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased Shares that may be substantially less or substantially more than the Repurchase Amount or otherwise adverse to the Seller and that such information may be material to the Seller’s decision to sell the Repurchased Shares.

Seller’s Acknowledgements. (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of the Company, its Affiliates and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased SharesADSs; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased SharesADSs, and has had the opportunity to ask questions of, and receive answers, from the Company and its officers and directors, and to obtain such additional information which the Company, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its or his own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased SharesADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased SharesADSs, the Company, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased SharesADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased SharesADSs. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its or his advisors shall imply that the Company has made any representation or warranty in respect of the Company, its Affiliates, its subsidiaries, the Repurchased Shares ADSs or the purchase and sale of the Repurchased SharesADSs, other than the matters set forth herein. (b) The Seller acknowledges and understands that the Company and its Affiliates and representatives may be in possession of material non-public information not known to such Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased Shares ADSs that may be substantially less or substantially more than the Repurchase Amount or otherwise adverse to the Seller and that such information may be material to the Seller’s decision to sell the Repurchased SharesADSs.

Seller’s Acknowledgements. (a) The Sellerprovisions of this Section 11.2 will continue whether or not any Seller is employed by any Acquired Company, Buyer or any of their Affiliates. The Sellers recognize the importance of the covenants contained in this Section 11.2 and acknowledge that, based on their past experience and the Business, the restrictions imposed herein are: (iA) has sufficient knowledge reasonable as to scope, time and expertise to evaluate the business and financial condition of the Company, its Affiliates and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased Sharesarea; (iiB) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale protection of Buyer’s legitimate business interests, including the Repurchased Sharestrade secrets, goodwill, and relationships with Payors, patients, physicians, clinicians, nurses, employees, consultants, customers and suppliers on which Buyer has had the opportunity to ask questions of, and receive answers, from the Company and its officers and directors, and to obtain such additional information which the Company, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its or his own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased Shares; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased Shares, the Company, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased Sharesrelied in entering into this Agreement; and (vC) can bear not unduly restrictive of any economic loss as a result rights of the Sellers. The Sellers acknowledge and agree that the covenants contained in this Section 11.2 are essential elements of this Agreement and that but for these covenants Buyer would not have agreed to purchase and sale the Purchased Units, issue the Issued Units to Rollover Seller or carry out any of the Repurchased Shares. Neither such inquiries nor any other due diligence investigations conducted transactions contemplated hereby or by the Seller Contracts. The existence of any claim or its cause of action against Buyer, any Acquired Company or his advisors any of their Affiliates by the Sellers, whether predicated on Buyer’s breach of this Agreement or breach of any Seller Contract or otherwise, shall imply not constitute a defense to the enforcement by Buyer of the covenants contained in this Section 11.2. The Sellers represent and warrant that the Company Business has made any representation or warranty in respect been conducted throughout the Territory, that they provide services to the Acquired Companies throughout the Territory, that the restrictions contained within this Section 11.2 are reasonable and necessary to protect the goodwill of the CompanyBusiness being purchased by Xxxxx, its Affiliates, its subsidiariesand that the Sellers shall not challenge the enforceability or reasonableness of these restrictive covenants. Notwithstanding the fact that Buyer and the Sellers have allocated the Purchase Price among the Purchased Units, the Repurchased Shares or North Star Units and the purchase and sale covenants set forth in this Section 11.2 the parties agree that such allocations are not an agreement of the Repurchased SharesLosses that would be incurred by the Buyer Indemnified Persons if the Sellers breach any of their respective representations, other than the matters warranties or covenants set forth herein. (b) The Seller acknowledges and understands . Each of the parties agrees that at no time will such party argue or in any way assert in any action that the Company respective allocations among the Purchased Units, the North Star Units and its Affiliates and representatives may be the covenants set forth in possession of material non-public information not known to such Seller. The Seller further acknowledges that such information may be indicative of a value this Section 11.2 reflect the parties’ agreement of the Repurchased Shares measure of Losses that may be substantially less or substantially more than the Repurchase Amount or otherwise adverse to the Seller and that such information may be material to the Seller’s decision to sell the Repurchased Shareswould result from any breach of this Agreement.

Seller’s Acknowledgements. Seller represents and warrants the following to Seller’s current actual knowledge (afor the purposes of this Agreement, “Seller’s current actual knowledge” or “Seller’s actual knowledge” shall mean and refer to, and shall be limited to, the actual present knowledge of XXXXXX XXXXX, without having conducted or being under any obligation to conduct any independent inquiry or inspection of the accuracy of any such representation or warranty made hereinabove to Seller’s knowledge, except for due inquiry of Seller’s manager of the Property): a. Except for the representations and warranty of Seller contained in this Agreement, Seller does not warrant the Real Property or any structure or improvements thereon as to habitability or suitability for occupancy or any use, and the Real Property is being sold to Buyer in “as-is-where is” condition. Buyer shall make an independent determination that the Real Property conforms to any and all existing local, state, or federal building codes, requirements, etc. b. The rent roll attached hereto as Exhibit A (the “Rent Roll”) The is an accurate copy of Seller: ’s rent roll, and there are no Leases affecting the Property other than as listed on Exhibit A. Seller has not given to or received from any tenant under a Lease (or a New Leases) any written notice of default (and to Seller’s knowledge there are no uncured defaults under the Leases) and (i) has sufficient knowledge the Leases are in full force and expertise to evaluate the business and financial condition of the Companyeffect, its Affiliates and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased Shares; (ii) none of the tenants under the Leases has conducted its own independent investigation delivered to Seller written notice exercising any termination right contained in such Lease terminating such Lease or notifying Seller of such matters as is necessary Tenant’s insolvency, bankruptcy, assignments for the benefit of creditors, or other proceeding (iii) Seller has received no written notice from any of the tenants under the Leases (or New Leases) pertaining to make an informed decision such tenant’s dispute of and/or request to audit the landlord’s calculation (and such tenant’s share) of operating expenses and real estate taxes payable under such tenant’s Lease, (iv) except as disclosed in Schedule 9.b attached hereto, any and all tenant improvement work, decorating, painting, renovation, and construction currently required to be done by the landlord under the provisions of any agreement with any tenant and any contributions or other allowances payable by the landlord to any tenant toward reimbursement of such tenant’s costs of moving or improvements or any similar expense or monetary consideration to the tenant has been fully completed and paid for, (v) no tenant under any Lease has vacated, abandoned or otherwise discontinued business operations at its premises or is entitled to do so, and Seller has no knowledge of that any tenant contemplates such action, (vi) no rents or other payments (other than a tenant’s payment of estimated operating expenses in accordance with its applicable Lease) have been collected more than one month in advance and no rents or other deposits are held by Seller, except security deposits described on the Rent Roll or prepaid rent for the current month, (vii) there are no commissions or other fees payable with regard to any of the Leases or with regard to any New Leases or renewals, extensions or expansions (whether due to options previously or hereafter exercised or separately negotiated), and (viii) Seller has completed all tenant reconciliations for the calendar years 2013 and prior, and there are no current disputes with tenants regarding reconciliations, and no ongoing operating expense audits being requested or performed by any tenant. c. Seller has no knowledge of and has not received written notice from any governmental body or agency (i) that the Property or any condition existing thereon violates any law or regulations applicable to the Property or (ii) of any violation or alleged violation of any applicable law with respect to Hazardous Substances in, on, under or about the Property. d. Except as may be provided in the Leases, no prior options, or rights of first refusal, to purchase and sale the Property have been granted by Seller to any third parties to purchase any interest in the Property, or any part thereof, which are effective as of the Repurchased Shares, and has had the opportunity to ask questions of, and receive answers, from the Company and its officers and directors, and to obtain such additional information which the Company, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Opening of Escrow. e. Neither Seller deems necessary or appropriate, and all such questions have been answered to the nor Seller’s full satisfaction; (iii) property manager has made its or his own assessment any employees engaged in the operation and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale maintenance of the Repurchased Shares; (iv) has not reliedProperty who, and will not relyby reason of any governmental regulation, upon contract or agreement with Seller or for any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased Shares, the Company, its Affiliates, its subsidiaries or the purchase and sale reason whatsoever would become employees of the Repurchased Shares; and (v) can bear any economic loss Buyer as a result of the purchase and sale of the Repurchased SharesProperty by Buyer. f. Seller has not given to or received from any vendor under a Contract any written notice of default and to Seller’s knowledge there are no uncured defaults under the Contracts. g. There is no litigation, arbitration or other legal or administrative suit, action, proceeding, pending, or to Seller’s knowledge threatened against the Property or any part thereof. h. The Due Diligence Items delivered to Buyer or made available to Buyer contain true, correct and complete copies of all Leases, all Contracts and all material environmental and structural reports to the extent in the actual possession of Seller and, to Seller’s actual knowledge, said materials delivered to or otherwise made available to Buyer under this Agreement by Seller contain complete copies of the documents in Seller’s possession. Notwithstanding anything contained herein to the contrary, Seller is only delivering and making available said materials to the extent currently in Seller’s possession and Seller shall not be required to prepare or obtain any information, document, report or survey. i. Seller has not, nor to Seller’s knowledge has any tenant, (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s, or such tenant’s, creditors, as the case may be, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s, or such tenant’s, assets, as the case may be, which remains pending, (iv) suffered the attachment or other judicial seizure of all, or substantially all of Seller’s, or such tenant’s, assets, as the case may be, which remains pending, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. j. To Seller’s knowledge, there are no pending special assessments, special tax districts or outstanding obligations (contingent or otherwise) to governmental entities (collective “Assessments”) with respect to the Property or any part thereof, nor are there any pending condemnation actions, nor has Seller any knowledge of any Assessments or condemnation actions being contemplated. k. To Seller’s knowledge, Seller is not in default under any easements or other recorded restrictive covenant affecting the Property. There are no off-site signs advertising the Property. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid, and binding obligation of Seller enforceable against Seller in accordance with its terms, and the execution and delivery thereof does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject; and that all the documents to be delivered by Seller to Buyer at Closing will, at Closing, be duly authorized, executed and delivered by Seller, will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms and will be sufficient to convey good and marketable title to Buyer, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. Neither such inquiries Seller nor any of its affiliates, nor any of their respective partners, members, shareholders or other due diligence investigations conducted equity owners, and none of their respective employees, officers, directors, representatives or agents, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. m. There is no pending action, suit or proceeding against or affecting the Property or relating to or arising out of the ownership, management or operation of the Property in any court or before or by any federal, state, or municipal department, commission, board, bureau or agency or other governmental instrumentality nor has Seller or its property manager received any written notice threatening any such action, suit or proceeding against the Seller or its the Property. n. Seller has no knowledge of any fraud or his advisors suspected fraud affecting the Property involving management, employees or vendors who have significant roles over financial reporting with respect to the Property, or others where fraud could have a material effect on the Property’s financial records and related data, and Seller has received no written notice of such fraud or suspected fraud. Seller has no knowledge of any officer or director of the Property, or any other person acting under the direction thereof, having taken any action to fraudulently influence, coerce, manipulate or mislead the Property’s financial records and related data. Each of the representations and warranties of Seller contained in this Section 9 constitutes a material part of the consideration to Buyer, shall imply be true and accurate as of the date of execution of this Agreement by Seller, will be true and accurate as of the Closing, and shall survive the Close of Escrow until the date that is six (6) months after the Company Close of Escrow. There shall be a right to bring an action under this Paragraph only if Buyer has made any given Seller written notice of the circumstances giving rise to the alleged breach within such six (6) month period (the “Survival Period”). Post-Closing, Seller agrees and covenants (the “Minimum Net Worth Covenant”) to maintain an aggregate minimum tangible net worth (collectively, the “Minimum Net Worth”) of $500,000.00 during the Survival Period (the “Survival Period Minimum Net Worth”). The Survival Period Minimum Net Worth need not be maintained following the Survival Period; provided, however, if Buyer has asserted a claim in writing during the Survival Period against Seller for breach of a representation or warranty in respect of or post-closing covenant or indemnity under this Agreement or any document executed by Seller at the CompanyClosing (collectively, its Affiliatesa “Claim”), its subsidiariesSeller agrees to maintain the Survival Period Minimum Net Worth (or, if less, the Repurchased Shares -20- 000 X. Xxxxxxxxx Xxxxx Xxxxxxx, XX amount of all the Claims) until all Claims have been resolved and, if applicable, paid. To the extent Seller elects to make distributions to its stockholders, partners or members, as the purchase and sale case may be, after Closing, such that Seller has insufficient funds to satisfy a Claim, then obligations of Seller contained herein (including the Repurchased Shares, other than the matters set forth herein. (bMinimum Net Worth Covenant) The Seller acknowledges and understands that the Company and its Affiliates and representatives may shall be in possession of material non-public information not known deemed to be distributed with any such distributions to such Seller. The Seller further acknowledges that stockholders, partners or members, as the case may be, and their respective successors and such information stockholders, partners or members, as the case may be, receiving such distributions shall be indicative of a value of the Repurchased Shares that may be substantially less or substantially more than the Repurchase Amount or otherwise adverse deemed successors to the Seller and that to have assumed such information may be material to obligations of Seller contained herein (including the Seller’s decision to sell the Repurchased SharesMinimum Net Worth Covenant).