Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual consent of Seller and Buyer; (iii) on or prior to the Closing Date by Buyer, if satisfaction of any condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from 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 Seller; (v) 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 Seller if the Closing Date shall not have taken place by July 31, 2012 unless extended by mutual agreement of Buyer and Seller, provided, however, that (A) Buyer shall only have the right to terminate this Agreement if at such 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 terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth herein; or (vii) by Buyer pursuant to Sections 10.14 or 6.2 hereof.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following time: (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on at or prior to the Closing Date by mutual mutual, written consent of Seller Sellers and BuyerBuyers; (ii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement as 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 Buyer, if satisfaction of any condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any material representation, warranty or covenant herein) and such condition shall not have been waived by Buyeras set forth in Section 8; (iv) on by Buyers or prior 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 Closing Date transactions contemplated by Sellerthis agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, if satisfaction in the event of any condition to Seller’s obligations under Section 8 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 becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Seller’s breaching any material representation, warranty, be delayed or covenant herein) and such condition shall not have been waived by Sellerpostponed; (v) by Buyer if a Material Adverse Effect shall have occurred to Seller prior to Closing which shall not have been remedied Sellers or shall cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (vi) by Buyer or Seller Buyers if the Closing Date shall not have taken place by July 31on or before 5:00 p.m. Central Time on December 29, 2012 unless 2023 (which date may be extended by mutual agreement of Buyer Sellers and SellerBuyers) (and, providednotwithstanding the provisions of Section 2.1 to the contrary, howeverany such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that (A) Buyer shall only have 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 if at has been the cause of, or resulted in, the failure of the Closing to occur by such time Buyer is not in breach of any representation, warranty date; (vi) by either Sellers or covenant of Buyer set forth herein and (B) Seller shall only have the right Buyers pursuant to terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereinSection 12.1 hereof; or (vii) by Buyer Buyers pursuant to Sections 10.14 or 6.2 Section 6.3 hereof.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following time: (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual mutual, written consent of Seller Sellers and BuyerBuyers; (ii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement as 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 Buyer, if satisfaction of any condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any material representation, warranty or covenant herein) and such condition shall not have been waived by Buyeras set forth in Section 8; (iv) on by either party if any federal or prior state agency, including without limitation, the FTC or the Office of the Attorney General and Reporter of the State of Tennessee, continues to investigate the Closing Date transactions contemplated by Sellerthis agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period, if satisfaction of any condition to Seller’s obligations under Section 8 of or has requested, orally or in writing, that the transactions contemplated by this Agreement becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Seller’s breaching any material representation, warranty, be delayed or covenant herein) and such condition shall not have been waived by Sellerpostponed; (v) by Buyer if a Material Adverse Effect shall have occurred to Seller prior to Closing which shall not have been remedied Sellers or shall cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (vi) by Buyer or Seller Buyers if the Closing Date shall not have taken place by July on or before 5:00 p.m. Central Time on August 31, 2012 unless 2024 (which date may be extended by mutual agreement of Buyer Sellers and SellerBuyers), provided, however, provided that (A) Buyer shall only have the right to terminate pursuant to this subsection (vi) shall not be available to any party whose material failure to fulfill any obligation under this Agreement if at has been the principal cause of, or resulted in, the failure of the Closing to occur by such time Buyer is not in breach of any representation, warranty date; (v) by either Sellers or covenant of Buyer set forth herein and (B) Seller shall only have the right Buyers pursuant to terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereinSection 12.1 hereof; or (vii) by Buyer Buyers pursuant to Sections 10.14 or 6.2 Section 6.3 hereof.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following following: (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual consent of Seller and Buyer; (iiiii) on or prior to the Closing Date by Buyer, if satisfaction of any material condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible with the use notwithstanding Buyer’s exercise of its due diligence and commercially reasonable efforts (unless the failure results primarily in whole or in part from Buyer’s breaching any material representation, warranty or covenant herein) and such condition shall not have been waived by BuyerSeller; (iviii) on or prior to the Closing Date by Seller, if satisfaction of any material condition to Seller’s obligations under Section 8 of this Agreement becomes impossible with the use exercise of its due diligence and 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 SellerBuyer; (viv) by Buyer if a Material Adverse Effect shall have occurred to Seller prior to Closing the Healthcare Facilities which shall not have been remedied or shall cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, or (viv) by Buyer or Seller if the Closing Date shall not have taken place for any reason other than solely Seller’s failure to perform its material obligations under this Agreement by July 31September 30, 2012 2016 unless extended by mutual agreement of Buyer and Seller, provided, however, that (A) Buyer shall only have the right to terminate this Agreement if at such time Buyer is not Seller in breach of any representation, warranty or covenant of Buyer set forth herein and (B) which event Seller shall only have be entitled to be paid the right Escrow Amount (it being agreed by the parties that it would otherwise be difficult or impossible to terminate this Agreement if at determine Seller’s damages in such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth herein; or (vii) by Buyer pursuant to Sections 10.14 or 6.2 hereofevent).

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated terminated, and the transactions contemplated by this Agreement abandoned, at any time upon before the occurrence Closing as follows: (a) by the mutual written consent of any one of the following Seller and Purchaser; (b) by either Seller or Purchaser if (i) automatically on the date upon which Buyer advises Seller in writing prior to April Sale Motion and Procedures Motion have not been filed within one (1, 2012 that Buyer is unsatisfied with its due diligence investigation of and with respect to ) day following the Hospital Facilities and Purchased AssetsEffective Date, (ii) on or prior to the Closing Date Bid Procedures Order has not been entered in the Bankruptcy Case by mutual consent the date which is twenty (20) days following commencement of Seller and Buyer; the Bankruptcy Case, (iii) on 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 prior to (iv) the Closing Date by Buyer, if satisfaction of any condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any material representation, warranty or covenant herein) and such condition 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 waived by Buyerthe cause of, or shall have resulted in, the failure of the Closing to occur prior to such date; (ivc) on or prior to the Closing Date by SellerPurchaser, if satisfaction (x) any of the representations and warranties of any condition to Seller’s obligations under Section 8 of Seller contained in this Agreement becomes impossible with the use shall fail to be true and correct, or (y) there shall be a breach by any Seller of commercially reasonable efforts its covenants or agreements in this Agreement that in either case (unless i) would result in the failure results primarily from Seller’s breaching any material representationof a condition set forth in Section 5.1 and (ii) which is 38 not curable or, warrantyif curable, or covenant herein) and such condition shall is not have been waived by Seller; (v) 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, cured within ten (10) Business Days 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 occurrence thereofrepresentations 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, (viy) 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 Buyer either Purchaser or Seller if 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 Date shall not have taken place by July 31, 2012 unless extended by mutual agreement of Buyer and Seller, exceeds $300,000.00 (the “Overall Cure Cap”); provided, however, that (Ai) Buyer any Purchaser Exclusive Costs shall only 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 if 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 such 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 terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereinClosing; or (viij) by Buyer pursuant to Sections 10.14 or 6.2 hereof.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 upon the occurrence of any one of the following following: (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual consent of Seller and Buyer; (iiiii) on or prior to the Closing Date by Buyer, if satisfaction of any condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible with the use of commercially reasonable efforts have not been satisfied (unless the failure results directly and primarily from Buyer’s breaching any material representation, warranty representation or covenant herein) and such condition shall not have been waived by Buyer; (iviii) 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 have not been satisfied (unless the failure results directly and primarily from Seller’s breaching any material representation, warranty, representation or covenant herein) and such condition shall not have been waived by Seller; (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 Seller prior to Closing Southern 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 Seller if the Closing Date shall not have taken place by July December 31, 2012 2023 unless extended by mutual agreement of Buyer and Seller, provided, however, provided that (A) Buyer shall only have the right to terminate pursuant to this subsection (vi) shall not be available to any party whose failure to fulfill any obligation under this Agreement if at has been the cause of, or resulted in, the failure of the Closing to occur by such 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 terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereindate; or (vii) by Buyer pursuant to Sections 10.14 or 6.2 Section 12.1 hereof.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following following: (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual consent of Seller and Buyer; (iiiii) on or prior to the Closing Date by Buyer, if satisfaction of any material condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible with the use of commercially reasonable efforts have not been satisfied (unless the failure results primarily from Buyer’s breaching any material representation, warranty representation or covenant herein) and such condition shall not have been cured in material respects by Seller or waived by Buyer; (iviii) 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 have not been satisfied (unless the failure results directly and primarily from Seller’s materially breaching any material representation, warranty, its representations or covenant covenants herein) and such condition breach shall not have been cured in material respects by Seller or waived by SellerBuyer; (viv) by Buyer if a Material Adverse Effect shall have occurred to Seller prior to Closing Trace Regional which shall not have been substantially remedied or shall cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, ; (viv) by Buyer or Seller if the Closing Date shall not have taken place by July 31February 5, 2012 2024 unless extended by mutual agreement of Buyer and Seller, provided, however, provided that (A) Buyer shall only have the right to terminate pursuant to this subsection; (vi) shall not be available to any party whose failure to fulfill any obligation under this Agreement if at has been the cause of, or resulted in, the failure of the Closing to occur by such 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 terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereindate; or (vii) by Buyer pursuant to Sections 10.14 or 6.2 Section 12.1 hereof.

Termination Prior to Closing. (a) Notwithstanding anything herein to This Agreement and the contrary, transactions contemplated by this Agreement may be terminated at any time upon the occurrence of any one of the following (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to before the Closing Date as follows and in no other manner: (a) by mutual consent of Seller in writing by Buyer and BuyerSeller; (iiic) on or prior to the Closing Date by Buyer, if satisfaction Buyer is not in material breach of any condition to Buyer’s its obligations under Section 7 of this Agreement becomes impossible with Agreement, at any time after November 30, 2005, if the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any material representation, warranty or covenant herein) and such condition Closing shall not have been waived occurred by Buyersuch date; (ivd) on or prior to the Closing Date by Seller, if satisfaction Seller is not in material breach of any condition to Seller’s its obligations under Section 8 of this Agreement becomes impossible with Agreement, at any time after (i) November 30, 2005, if 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 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 in Section 7.1 have been waived by Sellersatisfied; (ve) 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; (f) by Seller by written notice to Buyer if any one or more conditions to the obligations of Seller to consummate the transactions contemplated by this Agreement as set forth in Section 7.2 herein have not been satisfied; (g) by Buyer if any material amount of the Purchased Assets, taken as a Material Adverse Effect shall have occurred to Seller prior to Closing which shall not have been remedied whole, are materially damaged, destroyed or shall cease to exist, in either case, within ten condemned; or (10) Business Days after the occurrence thereof, (vih) by Buyer or Seller if (1) the Closing Date representations and warranties of the other party set forth in Section 4 or 5, as the case may be, shall not have taken place by July 31, 2012 unless extended by mutual agreement of Buyer be true and Seller, provided, however, that (A) Buyer shall only have the right to terminate this Agreement if at such time Buyer is not correct in breach of any representation, warranty or covenant of Buyer set forth herein and (B) Seller shall only have the right to terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereinall material respects; or (vii2) 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 Buyer 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 Sections 10.14 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 6.2 hereofoffset.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following time: (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual consent of Seller and Buyer; (iiiii) on or prior to the Closing Date by Buyer, by written notice to Seller, if satisfaction any event occurs or condition exists that causes Seller to be unable to satisfy one or more conditions to the obligations of any condition Buyer to consummate the transactions contemplated by this Agreement as set forth in Article 8; (iii) by Seller, by written notice to Buyer’s , if any event occurs or condition exists that causes Buyer to be unable to satisfy one or more conditions to the obligations under Section 7 of Seller to consummate the transactions contemplated by this Agreement becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any material representation, warranty or covenant herein) and such condition shall not have been waived by Buyeras set forth in Article 7; (iv) on by Seller or prior to the Closing Date by SellerBuyer, 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 Seller; (v) 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 Seller if the Closing Date shall not have taken place by July on or before December 31, 2012 unless extended by mutual agreement of 2016 (provided, however, that, Buyer and shall have the right, exercisable upon prior written notice to Seller, to extend such date by up to an additional thirty (30) days if all conditions to Closing (other than those that by their terms are to be satisfied by the actions to be taken at the Closing) have been satisfied other than the receipt of approvals from all governmental authorities whose approval is required to complete the transactions herein contemplated, but only if Buyer is diligently pursuing such remaining governmental approvals or contesting in good faith any of the terms or conditions of such approvals, including, without limitation, pursuing any changes in respect of the conditions imposed on the operation of the Hospital or the related businesses or any other modifications set forth in such approval); provided, however, that (A) Buyer shall only have the right to no party may terminate this Agreement if at the failure of Closing to occur by such time Buyer is not in date resulted from a material breach of any representation, warranty or covenant of Buyer set forth herein and (B) Seller shall only have the right to terminate this Agreement if at by such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereinparty; or (viiv) by Buyer Buyer, pursuant to Sections 10.14 or 6.2 hereofSection 5.08.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following time: (i) automatically on 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 Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual consent of Seller and Buyer; (iiiii) on or prior to by Buyer if any of the conditions in Section 7 have not been satisfied as of the Closing Date by Buyer, or if satisfaction of any condition to Buyer’s obligations under in Section 7 of this Agreement is or becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any material representation, warranty or covenant herein) and Buyer has not waived such condition shall not have been waived by Buyer; (iv) in writing on or prior to 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 is a result of Buyer not being ready, willing and able to close the transaction on the Closing Date); (iii) by Seller if any of the conditions in Section 8 have not been satisfied as of the Closing Date or if satisfaction of any such condition in Section 8 is or becomes impossible and Seller has not waived such condition in writing on or before the Closing Date (provided that the failure to Seller’s satisfy the applicable condition or conditions has occurred by reason other than (a) through the failure of Seller to comply with its obligations under Section 8 of this Agreement becomes impossible with or (b) Buyer's failure to provide its closing deliveries on the use Closing Date is a result of commercially reasonable efforts (unless Seller not being ready, willing and able to close the failure results primarily from Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by Sellertransaction on the Closing Date); (v) 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, (viiv) by Buyer or Seller if the Closing Date shall not have taken place by July August 31, 2012 unless 2004 (which date may be extended to September 30, 2004 by mutual agreement of Buyer and Seller, provided, however, Seller if they believe that (A) Buyer shall only have the right to terminate this Agreement if at such time Buyer Closing is not in breach of any representation, warranty or covenant of Buyer set forth herein and (B) Seller shall only have the right to terminate this Agreement if at such txxx Xxxxxx is not in breach of any representation, warranty or covenant of Seller set forth hereinimminent); or (viiv) by either Seller or Buyer pursuant to Sections 10.14 or 6.2 hereofSection 12.1.