Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers and Buyer; (ii) on or prior to the Closing Date by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: time upon the occurrence of any one of the following (i) automatically on or the date upon which Buyer advises Seller in writing prior to April 1, 2012 that Buyer is unsatisfied with its due diligence investigation of and with respect to the Closing Date by mutual written consent of Sellers Hospital Facilities and Buyer; Purchased Assets, (ii) on or prior to the Closing Date by Buyer, if any mutual consent of the conditions specified in Article 7 of this Agreement have not been satisfied Seller and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers Buyer, if satisfaction of any of the conditions specified in Article 8 condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on becomes impossible with the Closing Date use of commercially reasonable efforts (unless the failure results primarily from Sellers' Buyer’s breaching any material representation, warranty or covenant herein) and such condition shall not have been waived by Buyer; (iv) on or prior to the Closing Date by Seller, if satisfaction of any condition to Seller’s obligations under Section 8 of this Agreement becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by SellersSeller; (ivv) by Buyer if a Material Adverse Effect shall have occurred to Seller prior to Closing which shall not have been remedied or shall cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (vi) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1by July 31, 2004 (which date may be 2012 unless extended by mutual written agreement of Buyer and SellersSeller, provided, however, that (A) Buyer shall only have the right to terminate this Agreement if at such extension time Buyer is not in breach of any representation, warranty or covenant of Buyer set forth herein and (B) Seller shall only have the right to be unreasonably withheld)terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth herein; or (vvii) by either Sellers or Buyer pursuant to Section 12.1 Sections 10.14 or 6.2 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on at or prior to the Closing Date by mutual mutual, written consent of Sellers and BuyerBuyers; (ii) on by Buyers by written notice to Sellers if any event occurs or prior condition exists which causes Sellers to be unable to satisfy one or more conditions to the Closing Date obligations of Buyers to consummate the transactions contemplated by Buyer, if any of the conditions specified in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyeras set forth in Section 7; (iii) on by Sellers by written notice to Buyers if any event occurs or prior condition exists which causes Buyers to be unable to satisfy one or more conditions to the Closing Date obligation of Sellers to consummate the transactions contemplated by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellersas set forth in Section 8; (iv) by Buyer Buyers or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing Date shall not have taken place on or before March 15:00 p.m. Central Time on December 29, 2004 2023 (which date may be extended by mutual written agreement of Buyer Sellers and SellersBuyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such extension not to be unreasonably withheldClosing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), or provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers or Buyer Buyers pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree ; or (vii) by Buyers pursuant to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.16.3 hereof.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Buyer Buyer’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Sellers' Seller’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been waived by SellersSeller; (iv) by Seller if Buyer shall have advised Seller in writing by November 30, 2023 that Buyer has completed its due diligence investigation of Southern on a basis unsatisfactory to Buyer, (v) by Buyer if a Material Adverse Effect shall have occurred to Southern which shall not have been remedied or cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (vi) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1by December 31, 2004 (which date may be 2023 unless extended by mutual written agreement of Buyer and SellersSeller, such extension provided that the right to terminate pursuant to this subsection (vi) shall not be available to be unreasonably withheld)any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (vvii) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timeterminated, and the transactions contemplated by this Agreement abandoned, upon notice by the terminating Party to the other Parties: (i) on or prior to at any time before the Closing Date Closing, by mutual written consent of Sellers Buyer and BuyerSeller; (ii) by Buyer in accordance with Section 10.6; (iii) at any time before the Closing, by Buyer on the one hand, or prior by Seller on the other hand, in the event of a material breach of this Agreement (other than under Article 3 or Article 4, as applicable) by the non-terminating party which includes the failure of a Party to satisfy its obligations on the Closing Date after all conditions precedent to such Party’s obligations hereunder have been satisfied and which material breach has not been cured by Buyer, if any the non-terminating party to the reasonable satisfaction of the conditions specified terminating party within 15 Business Days after service by the terminating party upon the non-terminating party of a written notice which describes the nature of such breach; (iv) at any time before the Closing, by Buyer in the event of a breach of this Agreement by Seller under Article 7 3 (disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, but taking into consideration all matters described in the Schedules as of the Effective Date), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, (B) an adverse effect on EBITDA of the Hospital Businesses of at least $10,000,000 on an annualized basis or (C) a breach of the Principal Credit Agreement (assuming that Buyer had consummated the transactions described herein and the underlying facts and circumstances causing Seller’s breach of this Agreement would constitute a breach under the Principal Credit Agreement), which breach has not been cured (if such breach is susceptible of cure) by Seller to the reasonable satisfaction of Buyer within 15 Business Days after service by Buyer upon Seller of a written notice which describes the nature of such breach; (v) at any time before the Closing, by Seller in the event of a breach of this Agreement by Buyer under Article 4 (disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, or (B) an adverse effect on EBITDA of Vanguard and its consolidated subsidiaries of at least $10,000,000 on an annualized basis, and which breach has not been cured by Buyer to the reasonable satisfaction of Seller within 15 Business Days after service by Seller upon Buyer of a written notice which describes the nature of such breach; (vi) if the satisfaction of any condition to such Party’s obligations under this Agreement becomes impossible or impracticable with the use of Commercially Reasonable Efforts and the failure of such condition to be satisfied is not caused by a breach by the terminating Party; (vii) at any time after November 1, 2010, by Seller if the transactions contemplated by this Agreement have not been satisfied consummated on or before such date and cansuch failure to consummate is not be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived caused by Buyera breach of this Agreement by Seller; (iiiviii) on or prior to at any time after November 1, 2010, by Buyer if the Closing Date transactions contemplated by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place consummated on or before March such date and such failure to consummate is not caused by a breach of this Agreement by Buyer; or (ix) at any time by Buyer upon written notice to Seller, accompanied by payment to Seller of the termination fee described in Section10.7(a). In the event that any applicable cure period for a Party provided by or permitted in this Section 10.5(a) extends beyond November 1, 2004 (which date 2010, neither Seller nor Buyer may be extended by mutual written agreement of Buyer and Sellers, such extension not terminate this Agreement pursuant to be unreasonably withheld), Sections 10.5(a)(vii) or (vviii) until after the expiration of such cure period without cure by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1appropriate Party.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer Buyer’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been cured in material respects by Seller or waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if any satisfaction of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Sellers' Seller’s materially breaching any representation, warranty, its representations or covenant covenants herein) and such breach shall not have been cured in material respects by Seller or waived by SellersBuyer; (iv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1by August 7, 2004 (which date may be 2024 unless extended by mutual written agreement of Buyer and SellersSeller, such extension not provided that the right to be unreasonably withheld), or terminate pursuant to this subsection (v) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by either Sellers such date; or (vi) by Buyer pursuant to Section 12.1 10.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated terminated, and the transactions contemplated by this Agreement abandoned, at any timetime before the Closing as follows: (ia) on or prior to by the Closing Date by mutual written consent of Sellers Seller and BuyerPurchaser; (b) by either Seller or Purchaser if (i) the Sale Motion and Procedures Motion have not been filed within one (1) day following the Effective Date, (ii) on the Bid Procedures Order has not been entered in the Bankruptcy Case by the date which is twenty (20) days following commencement of the Bankruptcy Case, (iii) the Sale Order has not been entered in the Bankruptcy Case by the date which is fifty-three (53) days following commencement of the Bankruptcy Case, or (iv) the Closing shall not have occurred by the date which is sixty (60) days following commencement of the Bankruptcy Case; provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to the Closing Date such date; (c) by BuyerPurchaser, if (x) any of the conditions specified representations and warranties of any Seller contained in Article 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not fail to be unreasonably withheld)true and correct, or (vy) there shall be a breach by any Seller of its covenants or agreements in this Agreement that in either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph case (ivi) above for a period of up to fifteen (15) days would result in the event any regulatory approval failure of a Governmental Entity required hereby has not been received as of the anticipated Closing Date condition set forth in Section 2.1.5.1 and (ii) which is 38 not curable or, if curable, is not cured within ten (10) calendar days after written notice thereof is delivered by Purchaser to Seller; provided, that Purchaser may not terminate this Agreement pursuant to this Section 7.1(c) if Purchaser is in material breach of this Agreement; or (d) by Seller, if (x) any of the representations and warranties of Purchaser contained in this Agreement shall fail to be true and correct, or (y) there shall be a breach by Purchaser of its covenants or agreements in this Agreement that in either case (i) would result in the failure of a condition set forth in Section 6 and (ii) which is not curable or, if curable, is not cured within ten (10) calendar days after written notice thereof is delivered by Seller to Purchaser; provided, that Seller may not terminate this Agreement pursuant to this Section 7.1(d) if Seller is in material breach of this Agreement; or (e) by Purchaser (provided that Purchaser is not then in material breach of any provision of this Agreement), if (x) the Bankruptcy Case is dismissed or converted to Chapter 7 of the Bankruptcy Code or a Chapter 11 trustee is appointed for Seller, (y) the Bid Procedures Order or the Sale Order are entered in forms not acceptable to Purchaser, or (z) Seller has not complied with the Bid Procedures Order or the Sale Order; (f) upon the consummation of any Alternative Transaction; (g) [INTENTIONALLY DELETED]; (h) by either Purchaser or Seller in the event that Purchaser and Seller are unable to agree in writing upon the form and substance of all Schedules and Exhibits hereto at or before 5:00 p.m., Eastern Time, on August 17, 2015; and in the event that Purchaser and Seller are not able to so agree the Escrow Holder shall return the Initial Deposit (together with all interest accrued thereon) to Purchaser notwithstanding any other provision of this Agreement. It is acknowledged and agreed that each of Purchaser and Seller may withhold its agreement to the Schedules and Exhibits in accordance with this Section 7.1(h) in its sole discretion without providing any reason therefor; (i) by either Purchaser or Seller in the event that the total Cure Costs payable with respect to the assumption and assignment of the Assumed Leases and Assumed Contracts at the Closing exceeds $300,000.00 (the “Overall Cure Cap”); provided, however, (i) any Purchaser Exclusive Costs shall not be taken into account for purposes of determining whether the Overall Cure Cap has been exceeded, and (ii) neither Purchaser nor Seller shall have the right to terminate this Agreement pursuant to this Section 7.1(i) in the event that the other party hereto agrees in writing to bear the amount of such excess itself and proceeds to pay the amount of such excess at Closing; or (j) by Seller, if the condition set forth in Section 6.6 is not satisfied as of the Closing Date. 39 7.2

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, Buyer if any of the conditions specified in Article Section 7 of this Agreement have not been satisfied as of the Closing Date or if satisfaction of any condition in Section 7 is or becomes impossible and canBuyer has not be satisfied prior waived such condition in writing on or before the Closing Date (provided that the failure to satisfy the applicable condition or conditions has occurred by reason other than (a) through the failure of Buyer to comply with its obligations under this Agreement or (b) Seller's failure to provide its closing deliveries on the Closing Date (unless is a result of Buyer not being ready, willing and able to close the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyertransaction on the Closing Date); (iii) on or prior to the Closing Date by Sellers Seller if any of the conditions specified in Article Section 8 of this Agreement have not been satisfied as of the Closing Date or if satisfaction of any such condition in Section 8 is or becomes impossible and canSeller has not be satisfied prior waived such condition in writing on or before the Closing Date (provided that the failure to satisfy the applicable condition or conditions has occurred by reason other than (a) through the failure of Seller to comply with its obligations under this Agreement or (b) Buyer's failure to provide its closing deliveries on the Closing Date (unless is a result of Seller not being ready, willing and able to close the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellerstransaction on the Closing Date); (iv) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 1by August 31, 2004 (which date may be extended to September 30, 2004 by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheldSeller if they believe that the Closing is imminent), ; or (v) by either Sellers Seller or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.112.1.

Termination Prior to Closing. Notwithstanding anything herein to This Agreement and the contrary, transactions contemplated by this Agreement may be terminated at any timetime before the Closing as follows and in no other manner: (ia) on or prior to the Closing Date by mutual written consent of Sellers in writing by Buyer and BuyerSeller; (iic) on or prior to the Closing Date by Buyer, if Buyer is not in material breach of its obligations under this Agreement, at any time after November 30, 2005, if the Closing shall not have occurred by such date; (d) by Seller, if Seller is not in material breach of its obligations under this Agreement, at any time after (i) November 30, 2005, if the Closing shall not have occurred by such date notwithstanding the satisfaction of all conditions in Section 7.1 or (ii) February 1, 2006 without regard to whether the conditions specified in Article 7 Section 7.1 have been satisfied; (e) by Buyer by written notice to Seller if any one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 7.1 herein have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyersatisfied; (iiif) on by Seller by written notice to Buyer if any one or prior more conditions to the Closing Date obligations of Seller to consummate the transactions contemplated by Sellers if any of the conditions specified in Article 8 of this Agreement as set forth in Section 7.2 herein have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellerssatisfied; (ivg) by Buyer if any material amount of the Purchased Assets, taken as a whole, are materially damaged, destroyed or condemned; or (h) by Buyer or Sellers Seller if (1) the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer representations and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as warranties of the anticipated Closing Date other party set forth in Section 2.14 or 5, as the case may be, shall not be true and correct in all material respects; or (2) the other party materially breaches any material covenant or obligation it was to perform or comply with prior to the Closing. For purposes of clarification, Seller shall be in material breach of its obligations under this Agreement if, after approval of the Sale Order by the Bankruptcy Court, Seller solicits, accepts or negotiates for any offers to purchase any of the Purchased Assets. Any termination of this Agreement pursuant to this Section 10.1 shall be without liability to the terminating party, subject to the right of any non-breaching party to pursue damages for any breach of this Agreement by the other party, and in the event this Agreement is terminated, the Deposit and all interest thereon shall be returned to Buyer immediately and without counterclaim or offset.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timeterminated, and the transactions contemplated by this Agreement abandoned, upon notice by the terminating Party to the other Parties: (i) on or prior to at any time before the Closing Date Closing, by mutual written consent of Sellers Buyer and BuyerSeller; (ii) by Buyer in accordance with Section 10.6; (iii) at any time before the Closing, by Buyer on the one hand, or prior by Seller on the other hand, in the event of a material breach of this Agreement (other than under Article 3 or Article 4, as applicable) by the non-terminating party which includes the failure of a Party to satisfy its obligations on the Closing Date after all conditions precedent to such Party’s obligations hereunder have been satisfied and which material breach has not been cured by Buyer, if any the non-terminating party to the reasonable satisfaction of the conditions specified terminating party within 15 Business Days after service by the terminating party upon the non-terminating party of a written notice which describes the nature of such breach; (iv) at any time before the Closing, by Buyer in the event of a breach of this Agreement by Seller under Article 7 3 (disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, but taking into consideration the financial impact of the Settlement Agreement, the Settlement Agreement Disclosures, the Settlement Payment and all matters described in the Schedules as of the Effective Date), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, (B) an adverse effect on EBITDA of the Hospital Businesses of at least $10,000,000 on an annualized basis or (C) a breach of the Principal Credit Agreement (assuming that Buyer had consummated the transactions described herein and the underlying facts and circumstances causing Seller’s breach of this Agreement would constitute a breach under the Principal Credit Agreement), which breach has not been cured (if such breach is susceptible of cure) by Seller to the reasonable satisfaction of Buyer within 15 Business Days after service by Buyer upon Seller of a written notice which describes the nature of such breach; (v) at any time before the Closing, by Seller in the event of a breach of this Agreement by Buyer under Article 4 (disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, or (B) an adverse effect on EBITDA of Vanguard and its consolidated subsidiaries of at least $10,000,000 on an annualized basis, and which breach has not been cured by Buyer to the reasonable satisfaction of Seller within 15 Business Days after service by Seller upon Buyer of a written notice which describes the nature of such breach; (vi) if the satisfaction of any condition to such Party’s obligations under this Agreement becomes impossible or impracticable with the use of Commercially Reasonable Efforts and the failure of such condition to be satisfied is not caused by a breach by the terminating Party; (vii) at any time after December 31, 2010, by Seller if the transactions contemplated by this Agreement have not been satisfied consummated on or before such date and cansuch failure to consummate is not be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived caused by Buyera breach of this Agreement by Seller; (iiiviii) on or prior to at any time after December 31, 2010, by Buyer if the Closing Date transactions contemplated by Sellers if any of the conditions specified in Article 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place consummated on or before March 1, 2004 (which such date may be extended and such failure to consummate is not caused by mutual written agreement a breach of Buyer and Sellers, such extension not to be unreasonably withheld), this Agreement by Buyer; or (vix) at any time by either Sellers Buyer upon written notice to Seller, accompanied by payment to Seller of the termination fee described in Section 10.7(a). In the event that any applicable cure period for a Party provided by or permitted in this Section 10.5(a) extends beyond December 31, 2010, neither Seller nor Buyer may terminate this Agreement pursuant to Section 12.1 hereof. Notwithstanding Sections 10.5(a)(vii) or (viii) until after the foregoing, expiration of such cure period without cure by the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1appropriate Party.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned: at any time: (i) on or prior to time before the Closing Date Closing, by mutual written consent of Sellers and Buyerthe Parties; (ii) on at any time before the Closing, by Seller or prior Purchaser upon written notice to the Closing Date by Buyerother Party, if in the event that any final and non-appealable Law becomes effective which restrains, enjoins or otherwise prohibits or makes illegal the completion of the conditions specified in Article 7 of transactions contemplated by this Agreement have not or the Ancillary Agreements; at any time before the Closing, by Purchaser upon written notice to Seller, if: (a) there has been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching a breach by Seller of any representation, warranty, covenant or covenant hereinagreement contained in this Agreement or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Seller to satisfy, any condition set forth in Section 6.1, and such breach has not been cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and shall not have been waived by Buyercuring such breach reasonably requires more than thirty (30) days; (ii) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (iii) on or prior Seller timely pays to the Closing Date Purchaser all liquidated damages in accordance with Section 6.3; (b) a Disclosure Schedule Update is delivered to Purchaser that discloses a Seller Material Adverse Effect has occurred, which Seller Material Adverse Effect (i) was not caused by Sellers if a breach by Purchaser of any of the conditions specified in Article 8 provision of this Agreement have or any Ancillary Agreement to which it is a party and (ii) has not been satisfied cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s delivery to Purchaser of such Disclosure Schedule Update, provided that such 30-day period shall be extended if: (x) such Seller Material Adverse Effect is reasonably capable of cure and cannot be satisfied prior curing such Seller Material Adverse Effect reasonably requires more than thirty (30) days; (y) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (z) Seller timely pays to Purchaser all liquidated damages in accordance with Section 6.3; or on the Closing Date (unless the failure results primarily from Sellers' breaching c) there has been a breach by Seller or Pledgor of any representation, warranty, covenant or covenant herein) agreement contained in any Purchaser Security Agreement to which it is a party, and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby breach has not been received as cured to Purchaser’s reasonable satisfaction within five (5) Business Days following Seller’s receipt of written notice of such breach, provided that such 5-Business Day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than five (5) Business Days; and (ii) Seller commences such cure within such 5-Business Day period and diligently prosecutes and completes such cure within an additional five (5) Business Days; at any time before the anticipated Closing Date Closing, by Seller upon written notice to Purchaser, if: (a) there has been a breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Purchaser to satisfy, any condition set forth in Section 2.16.2, and such breach has not been cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than thirty (30) days; and (ii) Purchaser commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; or (b) a Purchaser Material Adverse Effect has occurred, which Purchaser Material Adverse Effect: (i) was not caused by a breach by Seller of any provision of this Agreement or any Ancillary Agreement to which it is a party; and (ii) cannot be cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s notification to Seller thereof, provided that such thirty 30-day period shall be extended if: (x) such Purchaser Material Adverse Effect is reasonably capable of cure and curing such Purchaser Material Adverse Effect reasonably requires more than thirty (30) days; and (y) Purchaser commences such cure within such thirty 30-day period and diligently prosecutes and completes such cure before the Outside Date; at any time following [__________]46 (the “Outside Date”), (a) by Purchaser upon written notice to Seller, if the Closing shall not have occurred on or before such date and such failure to complete the Closing is not caused by a breach by Purchaser of this Agreement or any Ancillary Agreement to which it is a party, and (b) by Seller upon written notice to Purchaser if the Closing shall not have occurred on or before such date and such failure to complete the Closing is not caused by a breach by Seller of this Agreement or any Ancillary Agreement to which it is a party; by Purchaser, (a) if Purchaser has not received from Seller by [__________]47 (the “Reports Cut-Off Date”), all of the Reports, in form and substance reasonably acceptable to Purchaser and which, in any event, individually or in the aggregate, do not disclose any event, result, occurrence, development, fact, change or effect of whatever nature or kind that has or would reasonably be expected to have a Seller Material Adverse Effect; or (b) if Seller has redelivered a Report to Purchaser pursuant to Section 5.15.2 which Purchaser, in the exercise of Purchaser’s reasonable discretion, has determined has or would reasonably be expected to have a Seller Material Adverse Effect.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned: at any time: (i) on or prior to time before the Closing Date Closing, by mutual written consent of Sellers and Buyerthe Parties; (ii) on at any time before the Closing, by Seller or prior Purchaser upon written notice to the Closing Date by Buyerother Party, if in the event that any final and non-appealable Law becomes effective which restrains, enjoins or otherwise prohibits or makes illegal the completion of the conditions specified in Article 7 of transactions contemplated by this Agreement have not or the Ancillary Agreements; at any time before the Closing, by Purchaser upon written notice to Seller, if: (a) there has been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching a breach by Seller of any representation, warranty, covenant or covenant hereinagreement contained in this Agreement or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Seller to satisfy, any condition set forth in Section VI.1, and such breach has not been cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and shall not have been waived by Buyercuring such breach reasonably requires more than thirty (30) days; (ii) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (iii) on or prior Seller timely pays to the Closing Date Purchaser all liquidated damages in accordance with Section 6.3; (b) a Disclosure Schedule Update is delivered to Purchaser that discloses a Seller Material Adverse Effect has occurred, which Seller Material Adverse Effect (i) was not caused by Sellers if a breach by Purchaser of any of the conditions specified in Article 8 provision of this Agreement have or any Ancillary Agreement to which it is a party and (ii) has not been satisfied cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s delivery to Purchaser of such Disclosure Schedule Update, provided that such 30-day period shall be extended if: (x) such Seller Material Adverse Effect is reasonably capable of cure and cannot be satisfied prior curing such Seller Material Adverse Effect reasonably requires more than thirty (30) days; (y) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (z) Seller timely pays to Purchaser all liquidated damages in accordance with Section 6.3; or on the Closing Date (unless the failure results primarily from Sellers' breaching c) there has been a breach by Seller or Pledgor of any representation, warranty, covenant or covenant herein) agreement contained in any Purchaser Security Agreement to which it is a party, and shall not have been waived by Sellers; (iv) by Buyer or Sellers if the Closing Date shall not have taken place on or before March 1, 2004 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), or (v) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby breach has not been received as cured to Purchaser’s reasonable satisfaction within five (5) Business Days following Seller’s receipt of written notice of such breach, provided that such 5-Business Day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than five (5) Business Days; and (ii) Seller commences such cure within such 5-Business Day period and diligently prosecutes and completes such cure within an additional five (5) Business Days; at any time before the anticipated Closing Date Closing, by Seller upon written notice to Purchaser, if: (a) there has been a breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Purchaser to satisfy, any condition set forth in Section 2.1VI.2, and such breach has not been cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than thirty (30) days; and (ii) Purchaser commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; or (b) a Purchaser Material Adverse Effect has occurred, which Purchaser Material Adverse Effect: (i) was not caused by a breach by Seller of any provision of this Agreement or any Ancillary Agreement to which it is a party; and (ii) cannot be cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s notification to Seller thereof, provided that such thirty 30-day period shall be extended if: (x) such Purchaser Material Adverse Effect is reasonably capable of cure and curing such Purchaser Material Adverse Effect reasonably requires more than thirty (30) days; and (y) Purchaser commences such cure within such thirty 30-day period and diligently prosecutes and completes such cure before the Outside Date; at any time following [__________]46 (the “Outside Date”), (a) by Purchaser upon written notice to Seller, if the Closing shall not have occurred on or before such date and such failure to complete the Closing is not caused by a breach by Purchaser of this Agreement or any Ancillary Agreement to which it is a party, and (b) by Seller upon written notice to Purchaser if the Closing shall not have occurred on or before such date and such failure to complete the Closing is not caused by a breach by Seller of this Agreement or any Ancillary Agreement to which it is a party; by Purchaser, (a) if Purchaser has not received from Seller by [__________]47 (the “Reports Cut-Off Date”), all of the Reports, in form and substance reasonably acceptable to Purchaser and which, in any event, individually or in the aggregate, do not disclose any event, result, occurrence, development, fact, change or effect of whatever nature or kind that has or would reasonably be expected to have a Seller Material Adverse Effect; or (b) if Seller has redelivered a Report to Purchaser pursuant to Section V.15.2 which Purchaser, in the exercise of Purchaser’s reasonable discretion, has determined has or would reasonably be expected to have a Seller Material Adverse Effect.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on becomes impossible with the Closing Date use of commercially reasonable efforts (unless the failure results primarily from Buyer Buyer’s breaching any representation, warranty, warranty or covenant herein) and such condition shall not have been waived by BuyerSeller; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on becomes impossible with the Closing Date use of commercially reasonable efforts (unless the failure results primarily from Sellers' Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by SellersBuyer; (iv) by Buyer if a Material Adverse Effect shall have occurred to Seller which shall not have been remedied or Sellers cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (v) by Buyer or Seller if the Closing Date shall not have taken place on or before March 1by December 31, 2004 (which date may be 2014 unless extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld), Seller; or (vvi) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article material condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied becomes impossible notwithstanding Buyer’s exercise of its due diligence and cannot be satisfied prior to or on the Closing Date commercially reasonable efforts (unless the failure results primarily in whole or in part from Buyer Buyer’s breaching any representation, warranty, warranty or covenant herein) and such condition shall not have been waived by BuyerSeller; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article material condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied becomes impossible with the exercise of its due diligence and cannot be satisfied prior to or on the Closing Date commercially reasonable efforts (unless the failure results primarily from Sellers' Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by SellersBuyer; (iv) by Buyer or Sellers if a Material Adverse Effect shall have occurred to the Closing Date Healthcare Facilities which shall not have taken place on been remedied or before March 1cease to exist, 2004 in either case, within ten (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheld)10) Business Days after the occurrence thereof, or (v) by either Sellers or Seller if the Closing shall not have taken place for any reason other than solely Seller’s failure to perform its material obligations under this Agreement by September 30, 2016 unless extended by mutual agreement of Buyer pursuant and Seller in which event Seller shall be entitled to Section 12.1 hereof. Notwithstanding be paid the foregoing, Escrow Amount (it being agreed by the parties hereto confirm and agree that it would otherwise be difficult or impossible to extend the termination date set forth determine Seller’s damages in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1such event).

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual written consent of Sellers Buyer and BuyerSeller; (ii) on or prior to the Closing Date by Buyer, Buyer if any of the conditions specified in Article 7 VII of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and satisfaction of such condition shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller if any of the conditions specified in Article 8 VIII of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and satisfaction of such condition shall not have been waived by SellersSeller; (iv) on the Closing Date by Seller if the LLC has materially breached its obligation under Section 6.18 hereof; provided, however, that Seller shall have provided Buyer with a written notice describing the material breach in reasonable detail and such material breach shall have remained uncured for a period of twenty (20) days after Buyer’s receipt of such written notice (and if such twenty (20) day cure period extends beyond the Closing Date as specified in Section 2.1 hereof or October 31, 2011, the Closing Date, and, if applicable, the date specified in Section 6.16(v) hereof, shall be extended to the date the cure period expires); and (v) by Buyer or Sellers Seller if the Closing Date shall not have taken place on or before March 111:59 p.m. on October 31, 2004 2011 (which date may be extended by mutual written agreement of Buyer and Sellers, such extension not to be unreasonably withheldSeller), or (v) by either Sellers or Buyer unless the Party desiring to terminate as above provided is in default hereunder. If this Agreement is validly terminated pursuant to this Section 12.1 hereof. Notwithstanding 6.16, this Agreement (other than Section 10.2 and 10.14) will immediately become null and void, and there will be no liability or obligation on the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as part of the anticipated Closing Date set forth Parties hereto (or any of their respective officers, directors, managers, members partners, employees, agents or other representatives or affiliates); provided, however, that if this Agreement is terminated due to the breach of one of the Parties to this Agreement then such breaching party shall remain liable to the non-breaching Party for such breach existing at the time of such termination and such non-breaching Party may seek any remedies, including damages and attorneys fees, against the breaching Party with respect to such breach as are provided in Section 2.1this Agreement or as are otherwise available at law or in equity.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual written consent of Sellers Seller and Buyer; (ii) on or prior to the Closing Date by Buyer, if satisfaction of any of the conditions specified in Article material condition to Buyer’s obligations under Section 7 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer Buyer’s breaching any representation, warranty, material representation or covenant herein) and such condition shall not have been cured in material respects by Seller or waived by Buyer; (iii) on or prior to the Closing Date by Sellers Seller, if satisfaction of any of the conditions specified in Article condition to Seller’s obligations under Section 8 of this Agreement have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results directly and primarily from Sellers' Seller’s materially breaching any representation, warranty, its representations or covenant covenants herein) and such breach shall not have been cured in material respects by Seller or waived by SellersBuyer; (iv) by Buyer if a Material Adverse Effect shall have occurred to Trace Regional which shall not have been substantially remedied or Sellers cease to exist, in either case, within ten (10) Business Days after the occurrence thereof; (v) by Buyer or Seller if the Closing Date shall not have taken place on or before March 1by February 5, 2004 (which date may be 2024 unless extended by mutual written agreement of Buyer and SellersSeller, such extension provided that the right to terminate pursuant to this subsection; (vi) shall not be available to be unreasonably withheld)any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (vvii) by either Sellers or Buyer pursuant to Section 12.1 hereof. Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (iv) above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 2.1.