Summit Clause Samples

Summit. Summit hereby represents and warrants to the Company and to the other Shareholders that Summit is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to enter into and perform this Agreement in accordance with its terms.

Summit a. Summit employees shall work staggered 8, 9 or 10 hour shifts, commencing between 5:30 a.m. and 12:00 noon, or four (4) hour shifts beginning between 5:30 a.m. and 4:00 p.m., in the Employer’s discretion. The Pre Op staff may start their shifts at 5:30 a.m. No shift scheduled for longer than eight (8) hours shall begin after 10:00 a.m. The four (4) hour shifts may be offered through a “needs” list. b. All full-time and part-time employees of Summit, as of February 28, 2009, may elect to remain in 8, 9 or 10 hour shifts beginning between 5:30 a.m. and 10:00 a.m., so long as they remain with Summit. c. All Summit employees shall receive a bonus of $10 per hour (in addition to their applicable rates) for all hours worked beyond their regularly scheduled shifts. OR and PACU employees shall be designated/scheduled to work late in order to insure appropriate patient care. These late assignment shall be rotated on an equitable basis not to exceed one time per week. 46.2 Scheduling will be handled independently from scheduling for the Hospital. 46.3 Summit does not currently maintain weekend, holiday or on-call requirements. The Employer will provide three (3) months advance notice and discuss any changes with respect to these requirements with the Union before implementing any such requirements. 46.4 A nurse may be reassigned within Summit, at the Employer’s discretion, when such reassignment is within the nurse’s clinical competencies and the reassignment is within the following Pathways. No reassignment bonus shall be payable for such reassignments. Endo Pre-OP PACU 1 PACU 2 OR OR - Endo cases and/or monitoring assignments only Endo volunteers to the OR for other than Endo cases will receive a reassignment bonus.

Summit. For purposes of Sections 14.20 and 15 only: a Delaware limited partnership By: Summit Hotel GP, LLC, its general partner By: Summit Hotel Properties, Inc., its sole member By: /s/ C▇▇▇▇▇▇▇▇▇▇ Eng Name: C▇▇▇▇▇▇▇▇▇▇ Eng Title: Secretary Total Project Firm PIP Estimates ($11,192,023) do not exceed 148.387097% of total Seller PIP Estimates (148.387097% * $7,542,450). Section 4.7.8(a) applies. First Pool 2,000,000 5,000,000 Second Pool 5,542,450 6,192,023 TOTAL 7,542,450 11,192,023 First Closing: N = 50% * ($5,000,000 – $2,000,000) = $1,500,000. There will be a $1,500,000 Purchase Price reduction at the First Closing. Second Closing: N = 50% * ($11,192,023 – $7,542,450) = $1,824,787. Since Purchase Price has previously been reduced by $1,500,000, there will be a $324,787 Purchase Price reduction at the Second Closing. Total Project Firm PIP Estimates ($9,000,000) do not exceed 148.387097% of total Seller PIP Estimates (148.387097% * $7,542,450). Section 4.7.8(a) applies. First Pool 3,000,000 2,000,000 Second Pool 4,542,450 7,000,000 TOTAL 7,542,450 9,000,000 First Closing: N = 50% * ($2,000,000 – $3,000,000) = negative $500,000. There will be no increase or decrease to the Purchase Price at the First Closing since N is a negative number. Second Closing: N = 50% * ($9,000,000 – $7,542,450) = $728,775. There will be a $728,775 Purchase Price reduction at the Second Closing. Total Project Firm PIP Estimates ($10,500,000) do not exceed 148.387097% of total Seller PIP Estimates (148.387097% * $7,542,450). Section 4.7.8(a) applies. First Pool 2,000,000 9,000,000 Second Pool 5,542,450 1,500,000 TOTAL 7,542,450 10,500,000 First Closing: N = 50% * ($9,000,000 – $2,000,000) = $3,500,000. Since Project Firm PIP Estimates do not exceed 148.387097% of Seller PIP Estimates (which would be $11,192,023), N cannot exceed $1,824,787 and Purchase Price is reduced by $1,824,787. Second Closing: N = 50% * ($10,500,000 – $7,542,450) = $1,478,775. Since Purchase Price has previously been reduced by an amount $1,824,787) greater than N ($1,478,775), Purchase Price will be increased at the Second Closing by $346,012, the amount of such excess reduction.

Summit. Subject to the terms and conditions set forth in this Agreement, the Company shall, at the Closing, issue and deliver to the Agent for the account of Summit (i) one or more Secured Notes, substantially in the form of Exhibit C hereto, in an aggregate principal amount equal to $838,680 and (ii) one or more Warrants, substantially in the form of Exhibit F hereto, to purchase 6,709 Shares of Common Stock, against delivery of the Summit Notes held by Summit after giving effect to the Assignment.

Summit. The provisions of Paragraphs 3, 4, 5, 7 and 8 shall survive any termination of this Agreement.

Summit. Summit is a West Virginia corporation, having its principal place of business in Charleston, West Virginia.

Summit. HIW host a Healthcare Summit every 6 months, which focuses on the sharing of intelligence about each Health Board. Attendees include professional regulators and performance bodies. Llais are active members of this Summit and can present their findings to HIW and the other attendees. Llais is also a signatory of the Extraordinary Summit process. The purpose of the Extraordinary Summit is to provide a clear mechanism, for members of the Healthcare Summit to raise significant emerging patient safety issues and risks.

Summit. Su▇▇▇▇ ▇▇ a Wes▇ ▇▇▇▇▇▇ia corporation, having its principal place of business in Moorefield, West Virginia.

Summit. HIW host a Healthcare Summit every 6 months, which focuses on the sharing of intelligence about each Health Board. Attendees include professional regulators and performance bodies. CHCs are active members of this Summit and can present their findings to HIW and the other attendees.