EQUITY PURCHASE AGREEMENT BY AND AMONG NATIONAL HEALTH INDUSTRIES, INC., AS PURCHASER, ALMOST FAMILY, INC., AS PURCHASER'S PARENT, chs/community health systems, inc., AS SELLER, AND COMMUNITY HEALTH UNITED HOME CARE, LLC, AS THE COMPANY DATED AS OF...

Exhibit 2.1

EQUITY PURCHASE AGREEMENT

BY AND AMONG

NATIONAL HEALTH INDUSTRIES, INC.,

AS PURCHASER,

ALMOST FAMILY, INC.,

AS PURCHASER'S PARENT,

chs/community health systems, inc.,

AS SELLER ,

AND

COMMUNITY HEALTH UNITED HOME CARE, LLC,

AS THE COMPANY

DATED AS OF OCTOBER 14, 2016

TABLE OF CONTENTS


ARTICLE I			2
PURCHASE AND SALE OF THE MAJORITY INTEREST			2
	1.1	Basic Transaction	2
	1.2	Purchase and Sale of the Majority Interest	2
	1.3	The Closing	2
	1.4	The Closing Transactions	2
	1.5	Enterprise Value Adjustments	3
	1.6	Distribution of Excluded Assets	5
	1.7	Contribution of Kentucky/West Virginia Agencies	5
	1.8	Contribution of Interest in La Porte Agency	6
	1.9	Mat-Su Valley II, LLC and Kirksville Missouri Hospital Company, LLC	6
ARTICLE II			6
CONDITIONS TO CLOSING			6
	2.1	Conditions to Purchaser's Obligations	6
	2.2	Conditions to Seller's Obligations	8
ARTICLE III			10
REPRESENTATIONS AND WARRANTIES OF SELLER			10
	3.1	Organization; Standing; Qualification and Power	10
	3.2	Subsidiaries	10
	3.3	Authorization; No Breach; Valid and Binding Agreement	11
	3.4	Capital Stock	11
	3.5	Financial Statements	12
	3.6	Absence of Certain Developments	13
	3.7	Properties	15
	3.8	Tax Matters	16
	3.9	Employee Benefit Plans	17
	3.10	Insurance	19
	3.11	Intellectual Property	20
	3.12	Material Contracts	20
	3.13	Environmental Matters	22
	3.14	Title to Assets	22
	3.15	Related Party Transactions	22
	3.16	Permits	22
	3.17	Brokers and Finder	23
	3.18	Worker's Compensation	23
	3.19	Legal Proceedings; Governmental Orders	23
	3.20	Labor Matters	23
	3.21	Health Care Programs and Third Party Payor Participation	24
	3.22	Health Care Regulatory	25
	3.23	Medicare, Medicaid; Legal and Billing Compliance	26
ARTICLE IV			28
REPRESENTATIONS AND WARRANTIES OF PURCHASER			28

4.1

Incorporation and Authority of Purchaser and Purchaser's

Parent

	4.2	Authority; Execution and Delivery; Enforceability	28
	4.3	No Conflict; Consents	29
	4.4	Litigation	29
	4.5	Financial Ability to Perform	29
	4.6	Brokers and Finders	29
	4.7	Investment Intent	29
ARTICLE V			30
COVENANTS of the company and seller			30
	5.1	Conduct of Business Prior to the Closing	30
	5.2	Efforts to Consummate	33
	5.3	Access to Information; Other Contacts	35
	5.4	Confidentiality	36
	5.5	Publicity	36
	5.6	Notification of Certain Matters	36
	5.7	No Solicitation of Other Bids	37
	5.8	Further Assurances; Closing Conditions	37
	5.9	Financing Cooperation	38
	5.10	Conversion of C Corporations into Disregarded Entities	38
	5.11	Distribution of the Kentucky/West Virginia Agencies	39
	5.12	Approval by GHS Holdings, LLC	39
ARTICLE VI			39
COVENANTS OF PURCHASER			39
	6.1	Access to Books and Records	39
	6.2	Director and Officer Liability Insurance Coverage	39
	6.3	Efforts to Consummate	39
	6.4	Confidentiality	41
	6.5	Publicity	42
	6.6	Notification of Certain Matters	42
	6.7	Further Assurances; Closing Conditions	42
	6.8	Employee Matter	43
	6.9	Environmental Report	45
	6.10	Purchaser Covenants Related to Financing	45
ARTICLE VII			47
TAXES			47
	7.1	Transaction Tax Consequences	47
	7.2	Tax Returns; Refund	48
	7.3	Transaction Taxes	48
	7.4	Cooperation; Records Retention	48
	7.5	Straddle Period	49
ARTICLE VIII			49
INDEMNIFICATION			49
	8.1	Survival	49
	8.2	Indemnification by Purchaser and Purchaser's Parent	50
	8.3	Indemnification by Seller	50
	8.4	Limitations on Indemnification	52

	8.5	Computation of Indemnity Payments	54
	8.6	Procedures for Indemnification	54
	8.7	Characterization of Indemnification Payments	56
	8.8	Effect of Investigation	56
	8.9	Intentionally Omitted	56
	8.10	Predecessor Entities	56
ARTICLE IX			56
TERMINATION			56
	9.1	Termination	57
	9.2	Effect of Termination	58
ARTICLE X			58
GENERAL PROVISIONS			58
	10.1	Expenses	58
	10.2	Notices	58
	10.3	Severability	59
	10.4	Enforcement; Specific Performance	59
	10.5	Entire Agreement	59
	10.6	Assignment	59
	10.7	No Third-Party Beneficiaries	60
	10.8	Amendment	60
	10.9	Waiver	60
	10.10	Governing Law; Jurisdiction	60
	10.11	Waiver of Jury Trial	61
	10.12	Legal Representation	62
	10.13	Interpretation	62
	10.14	No Presumption Against Drafting Party	62
	10.15	Prevailing Party	62
	10.16	Consents, Approvals and Discretion	62
	10.17	Public Announcements	62
	10.18	Misdirected Payments, Etc	63
	10.19	Access to Records Including as to Recovery and Audit Information	63
	10.20	Execution of Agreement	63
	10.21	Sale of Hospice Busines	64
	10.22	Exculpation of Financing Sources	64
	10.23	Handling of Pre-Closing Workers Compensation Claims	64
ARTICLE XI			65
CERTAIN DEFINITIONS			65
	11.1	Certain Defined Terms	65

EQUITY PURCHASE AGREEMENT

This EQUITY PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 14, 2016, by and among (i) National Health Industries, Inc. ("Purchaser"), a Kentucky corporation, (ii) Almost Family, Inc. ("Purchaser's Parent"), a Delaware corporation, (iii) CHS/Community Health Systems, Inc. ("Seller"), a Delaware corporation, and (iv) Community Health United Home Care, LLC (the "Company"), a Delaware limited liability company.

RECITALS

A.Seller owns 100% of the membership interests of the Company (the "Membership Interest").

B.Purchaser is a wholly-owned subsidiary of Purchaser's Parent.

C.Seller desires to sell to Purchaser, and Purchaser desires to acquire, an 80% Membership Interest (the "Majority Interest"), on the terms and subject to the conditions of this Agreement.

X.Xx of the Effective Time, each of the Company and the CHUHC Subsidiaries will be a "disregarded entity" for federal income tax purposes, except for the Illinois home health agencies, each of which is or has been converted into a limited liability company that will be treated as a partnership for federal and state income tax purposes prior to the Effective Time (the "Illinois Agencies".

E.Purchaser desires to acquire from Seller an 80% membership interest in the Company and Seller desires to sell the 80% membership interest in the Company to Purchaser. The parties intend for the acquisition by Purchaser of the Majority Interest to be treated as the purchase of the assets of the Company (which includes the Company's membership interests in the CHUHC Subsidiaries) for federal and state income tax purposes, followed by the immediate contribution by Seller of its 20% undivided interest in the assets of the Company and by Purchaser of its 80% undivided interest in the assets of the Company to a newly-organized partnership (with the Company being the business entity through which the partnership shall operate) for federal and state income tax purposes. Elections under IRC § 754 will be made with respect to the Illinois Agencies.

F.Seller and Purchaser desire to memorialize their understandings regarding the ownership of their respective Membership Interests and the governance of the Company and its CHUHC Subsidiaries after Closing in the Company's Amended and Restated Limited Liability Company Agreement.

THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

ARTICLE I
PURCHASE AND SALE OF THE MAJORITY INTEREST

1.1

Basic Transaction.

(a) On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and receive from Seller, the Majority Interest.

(b) The economic and other rights of Seller with respect to its retained 20% Membership Interest and Purchaser with respect to the Majority Interest shall be as set forth in the LLC Agreement.

1.2

Purchase and Sale of the Majority Interest.

(a) The Estimated Enterprise Value. "Estimated Enterprise Value" shall mean (i) $160,000,000, plus (ii) the amount by which Estimated Net Working Capital exceeds Target Net Working Capital (or minus the amount by which Target Net Working Capital exceeds Estimated Net Working Capital), and minus (iii) the amount of Estimated Retained Company Indebtedness.

(b) Purchase and Sale of the Majority Interest. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, the Majority Interest for and in consideration of an amount equal to 80% of the Enterprise Value, subject to the adjustments and payable in such amounts and at such times as provided herein.

1.3 The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Xxxxx Xxxxx Xxxx LLC located at 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 at 10:00 a.m. on the second business day following full satisfaction or due waiver of all of the closing conditions set forth in Article II (other than those to be satisfied at the Closing, but subject to the satisfaction of those conditions) or on such other date as is mutually agreeable to Purchaser and Seller. The date and time of the Closing are referred to herein as the "Closing Date." By mutual agreement of the parties, the Closing may take place by conference call and electronic (i.e., email/pdf) or facsimile delivery, with exchange of original signatures to follow by overnight mail. The effective time of the transaction for tax and business purposes shall be 12:00:01 a.m. on the day immediately following the Closing Date (the "Effective Time") (i.e., for business, regulatory and tax purposes, Seller shall be treated as owning 100% of the Membership Interest for the entire Closing Date and the tax partnership shall be treated as have been formed immediately upon the occurrence of the day immediately following the Closing Date).

1.4 The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

(a) Seller shall deliver to Purchaser an assignment of membership interest transferring the Majority Interest, duly executed by Seller;

(b) Purchaser shall deliver to Seller an amount equal to 80% of the Estimated Enterprise Value by wire transfer of immediately available funds to the account designated by Seller (which account shall be designated by Seller to Purchaser in writing at least two business days before the Closing Date); and

1.5

Enterprise Value Adjustments.

(a) At least two business days prior to the Closing Date, Seller shall deliver to Purchaser (i) a consolidated balance sheet of the Company and the CHUHC Subsidiaries as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available, and (ii) a statement showing Seller’s good faith estimate of Net Working Capital (the "Estimated Net Working Capital"), Company Indebtedness that is by mutual agreement of Seller and Purchaser to be retained by the Company or the CHUHC Subsidiaries as of the Closing Date (the "Estimated Retained Company Indebtedness"), and the resulting calculation of the Estimated Enterprise Value as set forth in Section 1.2(a). Seller acknowledges and agrees that Estimated Net Working Capital shall be determined in accordance with the Accounting Principles.

(b) Within 90 days after the Closing Date, Purchaser will deliver to Seller (i) a consolidated balance sheet of the Company and the CHUHC Subsidiaries as of the Closing Date (the "Closing Balance Sheet"), and (ii) a statement showing Purchaser's calculation of Net Working Capital and the Retained Company Indebtedness (together with the Closing Balance Sheet, the "Preliminary Closing Statement"), and the resulting calculation of the Enterprise Value. The Closing Balance Sheet shall be prepared using the Accounting Principles. After delivery of the Preliminary Closing Statement, Purchaser shall give Seller and its accountants reasonable access to review Purchaser's, the Company's and the CHUHC Subsidiaries' books and records and work papers related to the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of Purchaser and the Company and the CHUHC Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of its review thereof, and Purchaser shall use its, and shall cause the Company and the CHUHC Subsidiaries to use their, commercially reasonable efforts to cause any such accountants to cooperate with and promptly respond to such inquiries. If, after using commercially reasonable efforts to review such books and records and work papers and to make such inquiries, Seller has any good faith objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser a statement setting forth its good faith objections thereto (an "Objections Statement"). If an Objections Statement is not delivered to Purchaser within 60 days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. Seller and Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, Seller and Purchaser shall submit such dispute to PricewaterhouseCoopers or such other mutually acceptable dispute resolution firm (the "Dispute Resolution Firm"). Any further submissions to

the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and Purchaser are unable to resolve. The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital and Retained Company Indebtedness, as applicable, contained in this Agreement and calculated using the Statement of Accounting Principles. Seller and Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 60 days after the submission of any dispute. Further, the Dispute Resolution Firm's determination shall be based solely on the submissions by Purchaser and Seller which are in accordance with the terms and procedures set forth in this Agreement and Accounting Principles (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, and any party may seek to enforce such decision in a court of competent jurisdiction. The costs and expenses of the Dispute Resolution Firm shall be allocated between Purchaser and Seller based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser contests only $500 of the amount claimed by Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e. 300/500) to Purchaser and 40% (i.e., 200/500) to Seller.

(i) "Enterprise Value" means an aggregate amount equal to (A) $160,000,000 (which amount is intended to reflect the negotiated value for 100% of the Company and the CHUHC Subsidiaries), plus (B) the amount by which Net Working Capital exceeds Target Working Capital (or minus the amount by which Target Working Capital exceeds Net Working Capital), and minus (C) the amount of Retained Company Indebtedness; and

(ii) "Final Enterprise Value" means the Enterprise Value as finally determined pursuant to this Article.

(d) Post-Closing Adjustment Payment.

(i) If the Final Enterprise Value is greater than the Estimated Enterprise Value, Purchaser or Purchaser's Parent shall promptly (but in any event within five Business Days after the determination of the Final Enterprise Value) deliver to Seller an amount equal to 80% of such excess, by wire transfer of immediately available funds to an account designated by Seller.

(ii) If the Final Enterprise Value is less than the Estimated Enterprise Value, Seller shall promptly (but in any event within five Business Days after the determination of the Final Enterprise Value) deliver to Purchaser an amount equal to 80% of such shortfall, by wire transfer of immediately available funds to an account designated by Purchaser.

(e) Seller and Purchaser shall mutually agree as to whether any Company Indebtedness shall be Retained Company Indebtedness. For purposes of this Agreement, Company Indebtedness that will remain an obligation of the Company or the CHUHC Subsidiaries after Closing shall be "Retained Company Indebtedness." Any Company Indebtedness that must be paid off in order for Encumbrances to be released by Seller's lenders or is otherwise not mutually agreed-upon by Purchaser and Seller to be included among the Retained Company Indebtedness shall be paid and satisfied by Seller at or prior to Closing out of its available cash.

1.6Distribution of Excluded Assets. Prior to Closing, the Company will cause the assets listed on Section 1.6 of the Disclosure Schedule to be distributed out of the Company and/or the CHUHC Subsidiaries to Seller or an Affiliate of Seller.

1.7 Contribution of Kentucky/West Virginia Agencies.

(a) Seller and Purchaser shall cooperate and shall use their reasonable best efforts to cause the Kentucky/West Virginia Agencies to obtain all healthcare regulatory approvals necessary for the contribution of the Kentucky/West Virginia Agencies to the Company after the Closing. To the extent applicable, the covenants of Seller in Article V shall apply to its efforts to consummate the Second Closing and the ownership and operation of the Kentucky/West Virginia Agencies prior to the Second Closing (subject to the terms of the Kentucky/West Virginia Management Agreement). At such time as the necessary healthcare regulatory approvals are obtained to the reasonable satisfaction of Purchaser, Seller shall cause the Kentucky/West Virginia Agencies to be contributed to the Company (the "Second Closing") for no additional consideration. Upon the occurrence of the Second Closing, the Kentucky/West Virginia Agencies shall be considered CHUHC Subsidiaries for purposes of this Agreement.

(b) Prior to the Second Closing, the Kentucky/West Virginia Agencies shall be operated pursuant to the terms of the Kentucky/West Virginia Management Agreement. Seller shall make, to the extent applicable, as of the Second Closing, the representations and warranties of Seller set forth in Article III with respect to the Kentucky/West Virginia Agencies. To the extent applicable, the conditions to Purchaser's obligation to Closing in Article II shall apply to the Company's obligation to close on the assignment of Kentucky/West Virginia Agencies. Further, upon consummation of the Second Closing, Seller's indemnification obligations under Article VIII shall include Losses applicable to the Kentucky/West Virginia Agencies and the Second Closing.

(c) At the Second Closing, (i) Seller shall assign to the Company good unencumbered title to a 100% membership interest in the Kentucky/West Virginia Agencies, (ii) the Kentucky/West Virginia Agencies shall neither be subject to, nor shall its assets be encumbered by, any Liabilities, other than Liabilities arising after the Closing Date. Seller shall cause the Kentucky/West Virginia Agencies to be released from any obligations to Seller or Seller's Affiliates as of the Second Closing. Further, at the Second Closing, the Kentucky/West Virginia Agencies shall be free from any Liabilities or obligations other than those arising during the Company's management of such agency after the execution of this Agreement.

1.8 Contribution of Interest in La Porte Agency.

(a) Seller and Purchaser agree that Seller’s indirect 80% interest in the La Porte Agency shall be contributed to the Company by Seller (the "La Porte Closing") for no additional consideration at such time as the assignment of Seller’s indirect 80% interest in the La Porte Agency will not trigger the requirement for reapplying for a license under the Medicare 36 month rule. Until such time, the La Porte Agency shall be operated under the terms of the La Porte Management Agreement. Upon the occurrence of the La Porte Closing, the La Porte Agency shall be considered a CHUHC Subsidiary for purposes of this Agreement.

(b) Seller shall make, to the extent applicable, as of the La Porte Closing, the representations and warranties of Seller set forth in Article III with respect to the La Porte Agency. To the extent applicable, the conditions to Purchaser's obligation to Closing in Article II shall apply to the Company's obligation to close on the assignment of the La Porte Agency. Further, upon consummation of the La Porte Closing, Seller's indemnification obligations under Article VIII shall include Losses applicable to Seller’s indirect 80% interest in the La Porte Agency and the La Porte Closing.

(c) At the La Porte Closing, Seller shall assign to the Company good unencumbered title to Seller’s indirect 80% interest in the La Porte Agency. Seller shall cause the La Porte Agency to be released from any obligations to Seller or Seller's Affiliates as of the La Porte Closing. Further, at the La Porte Closing, the La Porte Agency shall be free from any Liabilities or obligations other than those arising during the Company's management of such agency after the execution of this Agreement.

1.9 Mat-Su Valley II, LLC and Kirksville Missouri Hospital Company, LLC. The parties acknowledge that their intent is to assign, to the Company to the extent possible and subject to applicable Law, the economic interest of Seller and its Affiliates in the Mat-Su Valley II, LLC and Kirksville Missouri Hospital Company, LLC agencies, and Seller agrees to cooperate with Purchaser in connection with the taking of all reasonable steps necessary to effect such assignment of economic rights.

ARTICLE II
CONDITIONS TO CLOSING

2.1 Conditions to Purchaser's Obligations. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Purchaser in writing) of the following conditions as of the Closing Date:

(a) (i) the Fundamental Representations shall be true and correct in all respects, if qualified by materiality, or in all material respects, if not so qualified, without taking into consideration any amended, updated or supplemented Schedule delivered pursuant to Section 5.6(a), at and as of the date of this Agreement and at and as of the Closing, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for those representations and warranties that address matters as of any other particular date, in which case such representations and warranties shall have been true and correct as of such particular date), and (ii) the other representations and warranties of Seller set forth in Article III (in each case, without taking into account any "Material Adverse Effect" or other materiality or similar qualifications) shall be true

and correct in all respects, without taking into consideration any amended, updated or supplemented Schedule delivered pursuant to Section 5.6(a), at and as of the date of this Agreement and at and as of the Closing, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for those representations and warranties that address matters as of any other particular date, in which case such representations and warranties shall have been true and correct as of such particular date), except to the extent that the failure of such representations and warranties in this clause (ii) to be true and correct has not caused, and would not reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect;

(b) Seller and the Company shall have performed in all material respects the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing;

(d) (i) there shall be no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Authority or other legal restraint or prohibition which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and (ii) no Governmental Authority of competent jurisdiction shall have instituted any proceeding (which remains pending at what would otherwise be the Closing Date) seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement;

(e) since the date hereof, no change, event, occurrence, fact, state of facts, development or effect shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, has had or would reasonably be expected to have, a Material Adverse Effect;

(f) Seller shall have delivered to Purchaser a certificate, dated as of the Closing Date, stating that the conditions specified in Sections 2.1(a), (b) and (e) have been satisfied;

(g) Seller shall have delivered to Purchaser a good standing certificate for each of the Company and the CHUHC Subsidiaries issued by the applicable Governmental Authority in the jurisdiction of its incorporation or formation dated within 30 days of the Closing Date;

(h) Seller and the Company shall have delivered to Purchaser a certificate of the Secretary (or other authorized person) of Seller and the Company, dated as of the Closing Date, certifying: (i) the governing documents of such party in effect immediately prior to the Closing, and (ii) true and correct copies of the resolutions of the governing body of such party authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;

(i) the Company shall deliver evidence satisfactory to Purchaser that Seller has satisfied any Company Indebtedness not included among the Retained Company Indebtedness;

(j) Seller shall deliver evidence satisfactory to Purchaser that all Encumbrances on the assets of the Company and the CHUHC Subsidiaries shall have been released, except for the Permitted Encumbrances;

(k) Seller shall have delivered to Purchaser written resignations, effective as of the Closing Date, of the managers, officers or directors (or other management personnel) of the Company and the CHUHC Subsidiaries;

(l) Seller shall have delivered to Purchaser such other documents or instruments as Purchaser reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement;

(m) all Purchaser Required Consents shall have been received in form reasonably satisfactory to Purchaser, and executed counterparts thereof shall have been delivered to Purchaser at or prior to the Closing or satisfactory evidence of receipt shall have been received by the applicable party;

(n) all Required Actions shall have been obtained or otherwise satisfied to Purchaser's satisfaction;

(o) Purchaser and Seller shall have entered into the LLC Agreement;

(p) Seller shall have entered into the Noncompetition Agreement;

(q) the Company and CHSPSC, LLC shall have entered into the Affiliation Agreement;

(r) Purchaser, Almost Family, Inc. and the Company shall have entered into the Services Agreement;

(s) Seller shall have delivered to Purchaser an audited consolidated balance sheet for the Company and the CHUHC Subsidiaries as of December 31, 2015, and statements of income and cash flows for the year then ended (the "Audited Financial Statements");

(t) all actions contemplated under Section 1.6 shall have been completed and Seller shall have provided Purchaser with reasonable evidence thereof; and

(u) all Intercompany Obligations shall be released, effective as of Closing, with such release to be delivered in form and substance reasonably satisfactory to Purchaser.

2.2 Conditions to Seller's Obligations. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions as of the Closing Date:

(a) the representations and warranties of Purchaser contained in Article IV hereof that are qualified by materiality will be true and correct in all respects, and the other representations and warranties of Purchaser contained in Article IV will be true and correct in all material respects, in each case, at and as of the time of the Closing, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date);

(b) Purchaser shall have performed in all material respects the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing;

(e) Purchaser shall have delivered to Seller a certificate, dated as of the Closing Date, stating that the conditions specified in Sections 2.2 (a) and (b) above have been satisfied;

(f) Purchaser shall have delivered to Seller a good standing certificate for each of Purchaser and Purchaser’s Parent issued by the applicable Governmental Authority in the jurisdiction of its incorporation or formation dated within 30 days of the Closing Date;

(g) Purchaser and Purchaser’s Parent shall have delivered to Seller a certificate of the Secretary (or authorized person) of Purchaser and Purchaser’s Parent, dated as of the Closing Date, certifying: (i) the governing documents of such party in effect immediately prior to the Closing, and (ii) true and correct copies of the resolutions of the governing body of such party authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;

(h) Purchaser shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement;

(i) all Seller Required Consents shall have been received in form reasonably satisfactory to Seller, and executed counterparts thereof shall have been delivered to Seller at or prior to the Closing or satisfactory evidence of receipt shall have been received by the applicable party;

(j) all Required Actions shall have been obtained or otherwise satisfied to Seller’s satisfaction; and

(k) Purchaser and Seller shall have entered into the LLC Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Disclosure Schedules attached hereto (the "Disclosure Schedules"), Seller hereby represents and warrants to Purchaser as of the date hereof a s set forth below:

3.1 Organization; Standing; Qualification and Power. Seller is a corporation, duly organized, validly existing and in good standing under the Law of the State of Delaware, and Seller has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own and operate its properties and to carry on its businesses as now conducted, except where the failure to hold such authorizations, licenses and permits would not be material to the Business. The Company is a limited liability company, duly organized, validly existing and in good standing under the Law of the State of Delaware. The Company has all requisite limited liability company power and authority and all authorizations, licenses and permits necessary to own and operate its properties and to carry on its business as now conducted, except where the failure to hold such authorizations, licenses and permits would not be material to the Business. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it to qualify, except in each such case where the failure to be so qualified would not be material to the Business. Neither the Company nor any Subsidiary has engaged in any business activities or owned or leased any assets other than business activities and assets that are directly connected with the operation of the Business.

3.2 Subsidiaries. Set forth on Section 3.2 of the Disclosure Schedules is a list of each direct or indirect Subsidiary of the Company (each, a "CHUHC Subsidiary" and collectively, the "CHUHC Subsidiaries"), together with its state of incorporation or formation and a list of each state in which it is qualified to do business. Except as set forth on Section 3.2 of the Disclosure Schedules, neither the Company nor any of the CHUHC Subsidiaries owns or holds the right to acquire any stock, membership interest, partnership interest or joint venture interest or other equity ownership interest in any other corporation, organization or entity. Each of the CHUHC Subsidiaries is duly organized, validly existing and in good standing under the Law of the jurisdiction of its incorporation or organization, has all requisite corporate, or other legal entity, as the case may be, power and authority and all authorizations, licenses and permits necessary to own its properties and to carry on its businesses as now conducted and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it to qualify, except in each such case where the failure to hold such authorizations, licenses and permits or to be so qualified would not be material to the Business.

3.3 Authorization; No Breach; Valid and Binding Agreement.

(a) The execution, delivery and performance of this Agreement by each of Seller and the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate or limited liability company action, and no other corporate or limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Each of Seller and the Company has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder.

(b) Except as set forth on Section 3.3(b) of the Disclosure Schedules, the consummation of the transactions contemplated hereby do not (with or without due notice or lapse of time or both) conflict with or result in any breach of, constitute a default under, give rise to any right of termination, cancellation or acceleration under, result in a violation of, result in the creation of any Encumbrance upon any assets of the Company or any of the CHUHC Subsidiaries under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Authority under, the provisions of (x) Seller’s, the Company’s or any of the CHUHC Subsidiaries’ operating agreement, certificate or articles of incorporation or organization or bylaws (or equivalent organizational documents), (y) any contract, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which Seller, the Company or any of the CHUHC Subsidiaries is bound, or (z) assuming that all filings, registrations and notifications have been made as contemplated by Article II, any Law to which Seller, the Company or any of the CHUHC Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the other parties hereto, this Agreement constitutes a valid and binding obligation of the Company and Seller, enforceable in accordance with its terms.

(c) Except as set forth on Section 3.3(c) of the Disclosure Schedules, the execution, delivery and performance of this Agreement by Seller, and the consummation by Seller of the transactions contemplated hereby, will not require any consent, waiver, approval, authorization of, or filing or registration with or notification to, any Governmental Authority, except for (i) compliance with all applicable Antitrust Law, (ii) the Required Actions, and (iii) as may be required as a result of any facts or circumstances related to Purchaser or Purchaser's Parent.

3.4 Capital Stock. Section 3.4 of the Disclosure Schedules sets forth for the Company and each of the CHUHC Subsidiaries, (a) the authorized capital stock, share capital or other equity interests, (b) the issued and outstanding capital stock, share capital or other equity interests, and (c) and each holder (record and beneficially) thereof. Seller is the record and beneficial owner of the Membership Interest, and the Company owns, directly or indirectly, 100% of the capital stock, membership interests or other equity interests of each of the CHUHC Subsidiaries, in each case free and clear of all Encumbrances other than restrictions imposed by state and federal securities Law. The Membership Interest, and all capital stock, membership interests or other equity interests of the CHUHC Subsidiaries, have been duly authorized and are validly issued, fully paid and nonassessable (to the extent applicable). Except as set forth on Section 3.4 of the Disclosure Schedules, none of the Company or any of the CHUHC Subsidiaries has any other equity securities or securities containing any equity features authorized, issued or outstanding, and there are no agreements, options, warrants or other rights or arrangements existing or outstanding which provide for the sale or issuance of any of the

foregoing by the Company or any of the CHUHC Subsidiaries. Except as set forth on Section 3.4 of the Disclosure Schedules, there are no outstanding (i) shares of capital stock or other class of shares or other equity interests or voting securities of the Company or any of the CHUHC Subsidiaries, (ii) securities convertible or exchangeable into equity interests of the Company or any of the CHUHC Subsidiaries, (iii) any options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that could require the Company or any of the CHUHC Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem equity interests of the Company or any of the CHUHC Subsidiaries, (iv) unit appreciation, phantom equity, profit participation or similar rights with respect to the Company or any of the CHUHC Subsidiaries, (v) contracts or other agreements to issue the foregoing, or (vi) proxies, voting agreements or voting trusts or other voting arrangements with respect to any capital stock of, or other equity or voting interests in, the Company or any of the CHUHC Subsidiaries.

3.5 Financial Statements.

(a) Section 3.5 of the Disclosure Schedules consists of the Company's and the CHUHC Subsidiaries’ (i) Audited Financial Statements, (ii) unaudited consolidated balance sheet as of December 31, 2014, and statement of income for the year then ended, and (ii) unaudited consolidated balance sheet as of June 30, 2016 (the "Latest Balance Sheet"), and statement of income for the six-month period then ended (collectively, with the monthly financial statements delivered pursuant to Section 5.1(c)(ii), the "Financial Statements"). Except as set forth on Section 3.5 of the Disclosure Schedules, the Financial Statements have been prepared from the Company’s and the CHUHC Subsidiaries’ books and records and have been prepared in accordance with Accounting Principles, consistently applied throughout the periods indicated, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures, and (ii) changes resulting from normal year-end adjustments. The Financial Statements present fairly in all material respects the financial condition and results of operations of the Company and the CHUHC Subsidiaries (taken as a whole) as of the dates thereof and for the periods referred to therein.

(b) The Company and the CHUHC Subsidiaries have no Liabilities required to be disclosed as Liabilities on a balance sheet prepared in accordance with GAAP, except (i) Liabilities set forth on the Latest Balance Sheet, (ii) Liabilities that were incurred after the date of the Latest Balance Sheet in the ordinary course of business, (iii) Liabilities arising under the executory portion of any contract (to the extent to be performed after the Closing, and not including Liabilities in respect of a breach or violation thereof), and (iv) Liabilities specifically disclosed in the Disclosure Schedules attached to this Agreement.

(c) All accounts receivable of the Company and the CHUHC Subsidiaries reflected in the Latest Balance Sheet represent sales actually made in the ordinary course of business. To Seller's Knowledge, such accounts receivable are valid and enforceable claims and not subject to any counterclaim, or a claim for a chargeback, deduction, credit, set-off or other offset, other than as reflected by the reserve for bad debts included specifically therefor on the Latest Balance Sheet or in the calculation of Net Working Capital.

(d) The Estimated Net Working Capital includes all change in control,

severance, transaction, or "stay around" bonus or related or similar obligations payable to any current or former Company Employees or services providers.

(e) There are no Transaction Expenses payable by Company or any CHUHC Subsidiary. All Transaction Expenses shall be paid by Seller or an Affiliate in the ordinary course.

(f) The Company has implemented and maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements and that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. The Company maintains internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(g) The Company Indebtedness included on Attachment F represents all Company Indebtedness.

3.6 Absence of Certain Developments. Except as set forth on the attached Section 3.6 of the Disclosure Schedules and except as contemplated by this Agreement or otherwise in the ordinary course of business, since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. Except as set forth on the attached Section 3.6 of the Disclosure Schedules and except as contemplated by this Agreement or otherwise in the ordinary course of business, since the date of the Latest Balance Sheet, neither the Company nor any of the CHUHC Subsidiaries has:

(a) borrowed any amount or incurred or become subject to any material liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business or disclosed on the Disclosure Schedules and borrowings from Seller necessary to meet ordinary course working capital requirements);

(b) mortgaged, pledged or subjected to any material lien, charge or other encumbrance, any material portion of its assets, except Permitted Encumbrances;

(c) sold, assigned or transferred any material portion of its tangible assets, except in the ordinary course of business;

(d) sold, assigned or transferred any Intellectual Property owned by the Company or the CHUHC Subsidiaries, except in the ordinary course of business;

(e) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities;

(f) made any material capital investment in, or any material loan to, any other Person (other than a CHUHC Subsidiary), except in the ordinary course of business;

(g) declared, set aside, or paid any dividend or made any non-cash distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock, except for dividends or distributions made by the Company or the CHUHC Subsidiaries to the Company or Seller in the ordinary course of business;

(h) made any material capital expenditures or commitments therefor, except (i) in the ordinary course of business or (ii) for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the fiscal year ending December 31, 2016;

(i) made any material loan to, or entered into any other material transaction with, any of its directors, officers, and employees outside the ordinary course of business;

(j) made any material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements;

(k) suffered the acceleration, termination, material modification to or cancellation of, any Material Contract or Permit;

(l) except in the ordinary course of business and consistent with past practices, (i) granted any bonuses, whether monetary or otherwise, or increased any wages, salaries, severance, pensions or other compensation or benefits in respect of any current employees, independent contractors or consultants, or changed the terms of employment for any employee;

(m) adopted, modified or terminated any collective bargaining or other agreement with a Union, in each case whether written or oral;

(n) adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(o) made any material change in the Company's or the CHUHC Subsidiaries' cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(p) suffered any material damage, destruction or loss (whether or not covered by insurance) to its property;

(q) entered any new line of business or abandoned or discontinued any existing lines of business;

(r) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any person or any division thereof; or

(s) taken any action or suffered any action or omission that would cause any of the Company or the CHUHC Subsidiaries to cease to qualify as a "disregarded entity" for federal income tax purposes.

3.7 Properties.

(a) Except as set forth on Section 3.7(a) of the Disclosure Schedules, the Company and each of the CHUHC Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the tangible personal property shown to be owned or leased by it on the Latest Balance Sheet or acquired thereafter, free and clear of all Encumbrances, except for Permitted Encumbrances. To Seller’s Knowledge, all such personal property is (i) free from material defects and in good condition and repair in all material respects (ordinary wear and tear excepted), (ii) useable in the ordinary course of business and suitable for the purposes for which they are presently used, (iii) sufficient to conduct the Business as it is being conducted as of the date of this Agreement and (iv) located at the Leased Real Property.

(b) Except as set forth on Section 3.7(b) of the Disclosure Schedules, none of the Company or any of the CHUHC Subsidiaries owns or has at any time during the past three (3) years owned any real property. The applicable CHUHC Subsidiaries have fee simple title to the Owned Real Property, free and clear of Encumbrances except for the Permitted Encumbrances. With respect to Owned Real Property, Seller has delivered or made available to Purchaser true, complete and correct copies of the deeds and other instruments (as recorded) by which the applicable CHUHC Subsidiary acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company or CHUHC Subsidiary relating to the Owned Real Property.

(c) The real property demised by the leases described on Section 3.7(c) of the Disclosure Schedules (the "Leased Real Property") constitutes all of the real property leased by the Company and the CHUHC Subsidiaries. Except as set forth on Section 3.7(c) of the Disclosure Schedules, the Leased Real Property leases are in full force and effect, and either the Company or one of the CHUHC Subsidiaries holds a valid and existing leasehold interest under each such lease, subject to the application of any bankruptcy or creditor’s rights Law. The Company has delivered or made available to Purchaser complete and accurate copies of each of the leases described on Section 3.7(c) of the Disclosure Schedules, and none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Purchaser. Neither the Company nor any of the CHUHC Subsidiaries is in default in any material respect under any of such leases. None of the Company or the CHUHC Subsidiaries has received written notice of any currently pending or contemplated condemnation, expropriation or other proceeding in eminent domain that could have an adverse effect on the Leased Real Property, and to Seller's Knowledge, no such proceeding has been threatened against the Leased Real Property. None of the Company or the CHUHC Subsidiaries has received any written notice that the current use and occupancy of the

Leased Real Property violates any Law in any material respect, and to Seller's Knowledge, no such violations exist.

3.8 Tax Matters. Except as set forth on Section 3.8 of the Disclosure Schedules:

(a) each of the Company and the CHUCH Subsidiaries are currently treated as being "disregarded entities" for federal income tax purposes and each entity has been treated as a disregarded entity at all times since such entity's date of formation, except for the Illinois Agencies which will be treated as partnerships for federal and state income tax purposes as of the Effective Time;

(b) the Company and the CHUHC Subsidiaries have filed all Tax Returns which are required to be filed by them (taking into account any extensions of time to file), and all such Tax Returns are complete and accurate in all material respects. All Taxes due and payable by the Company and the CHUHC Subsidiaries (regardless of whether shown to be due on such Tax Returns) have been paid. All Taxes which the Company or any of the CHUHC Subsidiaries is obligated to withhold from amounts paid to any employee, creditor or third party of the Company or any of the CHUHC Subsidiaries have been timely paid or properly accrued;

(c) any independent contractor providing services to the Company or the CHUHC Subsidiaries is properly classified for tax purposes;

(d) neither the Company nor any of the CHUHC Subsidiaries has been a member of an Affiliated Group filing a consolidated federal income Tax Return. Neither the Company nor any CHUHC Subsidiary has any Liability for Taxes of any Person under Treasury Regulation § 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by contract or otherwise;

(e) Seller has delivered to Purchaser copies of all federal, state and local income, franchise and similar Tax Returns, examination reports and statements of deficiencies assessed against, or agreed to by, the Company or any CHUHC Subsidiary for all tax periods ending after December 31, 2012;

(f) there are no pending audits, disputes or written claims of any federal or any other material Tax Returns with respect to the Company or any of the CHUHC Subsidiaries;

(g) neither the Company nor any of the CHUHC Subsidiaries has waived any statute of limitations beyond the date hereof in respect of any material Taxes or agreed to any extension of time beyond the date hereof with respect to a material Tax assessment or deficiency;

(h) neither the Company nor any of the CHUHC Subsidiaries has participated in a "listed transaction" within the meaning of Treasury Regulation § 1.6011-4;

(i) there are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or any CHUHC Subsidiary;

(j) neither the Company nor any CHUHC Subsidiary is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the

aggregate, in the payment of any "excess parachute payment" within the meaning of IRC § 280G (or any corresponding provision of Law) in connection with the transactions contemplated hereby;

(k) each agreement, contract, plan, or other arrangement that is a "nonqualified deferred compensation plan" subject to IRC § 409A to which the Company or any of the CHUHC Subsidiaries is a party (collectively, a "Deferred Compensation Plan") complies with and has been maintained in accordance with the requirements of IRC § 409A(a)(2), (3), and (4) and any U.S. Department of Treasury or Internal Revenue Service guidance issued thereunder and no amounts under any such Deferred Compensation Plan is or has been subject to the interest and additional tax set forth under IRC § 409A(a)(1)(B). Neither the Company nor any of the CHUHC Subsidiaries has any actual or potential obligation to reimburse or otherwise ‘‘gross-up’’ any Person for the interest or additional tax set forth under IRC §§ 409A(a)(1)(B) or 4999;

(l) neither the Company nor any CHUHC Subsidiary is a party to any contract with any Person under which it or any such Person has agreed to share, or indemnify any other Person for, any Tax Liability (other than (i) any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, or (ii) property Taxes payable with respect to properties leased); and

(m) neither the Company nor any CHUHC Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any tax period (or portion thereof) beginning after the Closing Date as a result of any (i) adjustment under IRC § 481 (or any similar provision of Law) made prior to the Closing Date, (ii) "closing agreement" as described in IRC § 7121 (or any similar provision of Law) executed prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date.

3.9 Employee Benefit Plans.

(a) Set forth in Section 3.9 of the Disclosure Schedules is a list of each (i) employee pension benefit plan (as defined in Section 3(2) of ERISA) that provides benefits to any Company Employee, independent contractor, officer or director of the Company or any CHUHC Subsidiary; (ii) employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to any Company Employee, independent contractor, officer or director of the Company or any CHUHC Subsidiary; (iii) employment, consulting, compensation, severance, retention, change in control or other similar Contract with any Company Employee involving an annual cost of more than $100,000; and (iv) any other plan, arrangement, policy or Contract with any Company Employee providing for medical insurance coverage (including any self-insured arrangements), workers’ compensation benefits, disability benefits, retirement benefits, life insurance benefits, disability, salary continuation, vacation pay, sick leave pay, fringe or accident benefits, profit-sharing benefits, deferred compensation benefits, bonuses, stock options, stock appreciation rights, stock purchase rights, stock ownership or other forms of incentive compensation or post-retirement benefits; in each case which is maintained by or contributed to by, or required to be maintained by or contributed to by the Company or any CHUHC Subsidiary, or with respect to which the Company or any CHUHC Subsidiary has any

Liability with respect to any current or former Company Employee, independent contractor, officer, director, or any CHUHC Subsidiary, or to any worker providing services to the Company or any CHUHC Subsidiary through an employee leasing agreement (the foregoing collectively, the "Benefit Plans"), whether or not subject to ERISA.

(b) Each Benefit Plan has been established and administered in accordance with its terms in all material respects, and is in material compliance with, all applicable Law, including ERISA and the Code. All contributions to, and payments from, each Benefit Plan that are required to be made in accordance with the terms and conditions thereof and applicable Law (including ERISA and the Code) have been timely made in all material respects.

(c) Except as set forth in Section 3.9(c) of the Disclosure Schedules, during the past six (6) years (i) neither the Company nor any CHUHC Subsidiary has maintained, been a participating employer in, contributed to, or has or may have any Liability with respect to a Benefit Plan subject to Title IV of ERISA or subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; (ii) neither the Company nor any CHUHC Subsidiary has sponsored or contributed to, or been required to contribute to, a multiemployer plan (as defined in Section 4001(a)(3) of ERISA), any multiple employer plan within the meaning of Section 4063 or Section 4064 of ERISA, or a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA); (iii) neither the Company nor any CHUHC Subsidiary has any contingent liability under Title IV of ERISA with respect to an ERISA Affiliate; and (iv) neither the Company nor the CHUHC Subsidiaries have engaged in any prohibited transactions for which there is no statutory exemption or breaches of any of the duties imposed on "fiduciaries" (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Benefit Plans that would reasonably be expected to result in any material Liability or excise tax to the Company or any CHUHC Subsidiary under ERISA or the Code.

(d) Except for any accrued annual incentive payments reflected in the Financial Statements, (i) none of Purchaser's Parent, Purchaser, the Company or any CHUHC Subsidiary shall have any obligation whatsoever to provide to any Company Employees or other service provider of the Company or any CHUHC Subsidiary with equity-based benefits or any retention or transaction bonus or severance compensation or benefits of any kind; and (ii) Seller acknowledges and agrees that neither the Company nor any CHUHC Subsidiary shall have, as of the Closing Date, any obligation or Liability to any director, officer, Company Employee or other service provider of the Company or any CHUHC Subsidiary with respect to any severance, change in control, or other similar pay or benefits, equity-based benefits or any retention or transaction bonus or severance compensation or benefits of any kind.

(e) There are no Proceedings (other than routine claims for benefits) pending or, to Seller's Knowledge, threatened, involving (i) the Benefit Plans or the assets thereof, or (ii) an individual currently employed by the Company or any CHUHC Subsidiary with respect to such individual's responsibility for or handling of the Benefit Plans or the assets thereof.

(f) Each individual classified by the Company or any CHUHC Subsidiary as an independent contractor has been properly classified for Tax and labor purposes and for purposes of participation and benefit accrual under each Benefit Plan.

(g) Neither the Company nor any CHUHC Subsidiary has any Liability for life, health, medical or other welfare benefits for former Employees or beneficiaries or dependents thereof with coverage or benefits under Benefit Plans, other than as required by COBRA or any other applicable Law.

(h) Except as set forth on Section 3.9(h) of the Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (either alone or in conjunction with any other event such as termination of employment) (i) result in any material payment by the Company or any CHUHC Subsidiary becoming due to any Company Employee under any Compensatory Arrangement; (ii) materially increase any benefits to any Company Employees otherwise payable by the Company or any CHUHC Subsidiary under any Compensatory Arrangement; (iii) result in any acceleration of the time of payment, funding or vesting of any such benefits to any Company Employees under any Compensatory Arrangement; or (iv) reasonably be expected to result in an obligation to materially accelerate the funding of, or contribution to any, Compensatory Arrangement by the Company or any CHUHC Subsidiary pursuant to applicable Law, regulation, contractual arrangement or otherwise.

(i) For purposes of satisfying requirements under the Affordable Care Act ("ACA"), to the extent applicable to any Benefit Plan, the Company and each CHUHC Subsidiary has, in all material respects, (i) offered minimum essential coverage that is affordable and provides minimum value to all full-time employees (as defined by the ACA); (ii) tracked and recorded employee hours data in order to accurately determine employee full-time status for purposes of offering proper coverage and avoiding employer mandate penalties under the ACA and to ensure complete and accurate reporting under IRC §§ 6055 and 6056 (as applicable); (iii) used their best efforts to ensure that any "grandfathered health plan coverage" under the ACA offered to their employees has continually satisfied the requirements to remain grandfathered since March 23, 2010; (iv) used their best efforts to ensure that all of their workers have been properly classified and, specifically, that all workers who are common law employees within the meaning applicable to the ACA and IRC § 4980H have been classified as employees; (v) satisfied the requirements of the Patient Centered Outcomes Research Institute fee under IRC § 4376 for its self-funded plans, including the proper filing of IRS Form 720 to report and pay the fee for all years required under the ACA; (vi) satisfied the requirements of the Transitional Reinsurance Program fee under Section 1341 of the ACA for all years required under the ACA; and (vii) timely distributed Summaries of Benefits and Coverage to proper parties since the requirement began for open and special enrollments beginning on or after September 23, 2012.

3.10 Insurance. Section 3.10 of the Disclosure Schedules contains a true and complete list of all policies of fire, liability, workers’ compensation, property, casualty and other forms of insurance owned or held by the Company or the CHUHC Subsidiaries and indicates the type of coverage, the insurer, the term of the policy and the amount of coverage. All such policies are in full force and effect, there is no claim by the Company or any of the CHUHC Subsidiaries currently pending under any of such insurance policies as to which coverage has been questioned, denied or disputed by the issuers of such policies; all amounts due for premiums with respect to such insurance policies covering all periods up to and including the Closing Date will have been paid in accordance with their terms; and no written notice or written threat of cancellation, denial or termination of coverage has been received by the Company or any of the

CHUHC Subsidiaries with respect to any such insurance policy. All currently outstanding insurance claims for matters for which insurance coverage is available (or would have been available, absent the failure to make such claim) have been timely and properly tendered to the appropriate insurance carrier.

3.11 Intellectual Property.

(a) Section 3.11(a) of the Disclosure Schedules sets forth a true and complete list, as of the date hereof, of all Intellectual Property owned by the Company or any CHUHC Subsidiary that is subject to an application or registration, including all pending applications and registrations therefor (collectively, the "Company Intellectual Property").

(b) The Company Intellectual Property is valid and enforceable, and the registrations therefor are subsisting and the Company and/or a CHUHC Subsidiary owns the Company Intellectual Property free and clear of all Encumbrances and licenses, agreements and other arrangements entered into in the ordinary course of business.

(c) The operation of the Business as it is currently conducted does not infringe on the intellectual property of any other Person. Since December 31, 2012, none of the Company or any CHUHC Subsidiary has received a written claim or demand of any Person pertaining to which challenges the validity or the Company's or the CHUHC Subsidiary's ownership of any Company Intellectual Property or asserts any such infringement, nor are there any Proceedings pending or threatened in writing.

(d) None of Seller, the Company or any CHUHC Subsidiary has received a written claim or demand of any person which challenges the validity or the ownership by the Company or a CHUHC Subsidiary of the Company Intellectual Property. Seller has assigned to the Company all rights with respect to the Company Intellectual Property.

(e) The Company or the CHUHC Subsidiaries own certain tradenames and marks used in the home health and/or hospice business that are not registered and, because such intellectual property is owned by the Company or the CHUHC Subsidiaries, such tradenames and marks will not be licensed pursuant to a licensing agreement between certain Affiliates of Seller and the Company and none of Seller or its Affiliates have any right, title or interest in such unregistered tradenames and marks (other than the Company or the CHUHC Subsidiaries).

3.12 Material Contracts.

(a) Except as set forth on Section 3.12(a) of the Disclosure Schedules (collectively, the "Material Contracts"), as of the date hereof, neither the Company nor any CHUHC Subsidiary is a party to any written Contract:

(i) relating to any written employment, consulting or similar arrangements requiring payment by the Company or any CHUHC Subsidiary of base annual compensation in excess of $100,000;

(ii) pursuant to which the Company or a CHUHC Subsidiary has incurred any indebtedness for borrowed money, committed to incur indebtedness for borrowed

money, or guaranteed indebtedness of any other Person (other than the Company or a CHUHC Subsidiary);

(iii) that by its terms grants an Encumbrance upon any material asset of the Company or a CHUHC Subsidiary;

(iv) that by its terms provides for the sale, assignment, license or other disposition of any material asset or right of the Company or any CHUHC Subsidiary, other than in the ordinary course of business;

(v) pursuant to which the Company or a CHUHC Subsidiary (A) paid or reasonably expects to pay more than $100,000 in the last fiscal year or (B) received or reasonably expects to receive more than $250,000 in the last fiscal year;

(vi) that by its terms contains any covenant or provision currently in effect prohibiting the Company or a CHUHC Subsidiary from engaging in any material respect in any material line of business or competing in any material respect with any Person in any geographic area;

(vii) that is a partnership or joint venture agreement in which the Company or a CHUHC Subsidiary participates as a general partner or joint venturer;

(viii) pursuant to which the Company or any CHUHC Subsidiary has advanced or loaned any amount to any of its directors, officers or employees outside the ordinary course of business;

(ix) with any shareholder, member, director or officer of the Company or any CHUHC Subsidiary (other than an employment agreement);

(x) with any Governmental Authority;

(xi) containing any change-in-control or severance payment obligations;

(xii) providing for commission or equity or non-equity incentive payments;

(xiii) providing for annual lease payments (whether of real or personal property) in excess of $100,000;

(xiv) to which the Company or the CHUHC Subsidiaries, on the one hand, and any of the Company’s Affiliates (other than the CHUHC Subsidiaries), on the other hand, are parties or by which they are bound that relate to or are connected in any way with the Business; and

(xv) relating to the prospective acquisition or disposition of any material assets, product line or service offering outside the ordinary course of business.

(b) Except as set forth in Section 3.12(b) of the Disclosure Schedules, each Material Contract is in full force and effect and constitutes the legal, valid and binding obligation of the Company and/or a CHUHC Subsidiary and, to Seller's Knowledge, each other party thereto, enforceable against such party in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Law affecting creditors’ rights and remedies generally. Neither the Company nor the CHUHC Subsidiaries or, to Seller's Knowledge, any other party to any Material Contract, is in breach of, or in default under, such Material Contract, except for such breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect. To Seller's Knowledge, as of the date hereof, no party has given any written notice of termination or cancellation of any Material Contract or that it intends to assert a breach of, or seek to terminate or cancel, any Material Contract as a result of the transactions contemplated hereby, in each case, except where such termination, cancellation or assertion would not, individually or in the aggregate, have a Material Adverse Effect.

3.13 Environmental Matters.

(a) Except as set forth on Section 3.13(a) of the Disclosure Schedules, (i) the Company and the CHUHC Subsidiaries have obtained all Permits required by Environmental Law for the operation of the Business (collectively, "Environmental Permits"), except where the failure to obtain such Environmental Permits would not, individually or in the aggregate, have a Material Adverse Effect, (ii) each of the Company and the CHUHC Subsidiaries is in compliance with all applicable Environmental Law and Environmental Permits, except for noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect, and (iii) there are no Proceedings pending or, to Seller's Knowledge, threatened in writing against the Company or a CHUHC Subsidiary alleging the violation of or noncompliance with any applicable Environmental Law which would have a Material Adverse Effect.

(b) No Owned Real Property is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(c) To the knowledge of Seller, there has been no Release of Hazardous Substances in contravention of Environmental Law with respect to the business or assets of the Company or any Owned Real Property, and neither the Company nor any CHUHC Subsidiary has received notice that any Owned Real Property (including soils, groundwater, surface water, buildings and other structure located on any such Owned Real Property) has been contaminated with any Hazardous Substances which could reasonably be expected to result in an environmental claim against, or a violation of Environmental Law.

3.14 Title to Assets. Except as set forth on Section 3.14 of the Disclosure Schedules, the Company or a CHUHC Subsidiary has good and valid title to, or a valid leasehold interest in, all of the its properties and assets, free and clear of all Encumbrances other than Permitted Encumbrances.

3.15 Related Party Transactions. Neither the Company nor any CHUHC Subsidiary, nor their respective Affiliates, managers, directors or officers, has or during the last fiscal year has had any direct or indirect interest (a) in, or is or during the last fiscal year was a director,

officer or employee of, any Person that is a client, customer, supplier, lessor, lessee, debtor, creditor or competitor of the Company or any CHUHC Subsidiary, except for a passive interest in the securities of a publicly traded company, or (b) in any material property, asset or right that is owned or used by the Company or any CHUHC Subsidiary in the conduct of the Business.

3.16 Permits. The Company and the CHUHC Subsidiaries possess all material Permits, other than Health Care Licenses, necessary to carry on the operations of the Business in the manner presently conducted (collectively, "Non-Health Care Permits"). The Company and each of the CHUHC Subsidiaries has complied, and is currently in compliance with, all material terms and conditions of the Non-Health Care Permits. Neither the Company nor any CHUHC Subsidiary is in default under, or violation of, any material Non-Health Care Permits held by it. No Proceeding is pending or, to Seller's Knowledge, threatened, contemplating the suspension, cancellation, revocation, withdrawal, modification, limitation or nonrenewal of any Non-Health Care Permits.

3.17 Brokers and Finders . None of Seller, the Company or any CHUHC Subsidiary has employed, nor is it subject to any valid claim of Liability or obligation to, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement, in each case, for which any of the Company, a CHUHC Subsidiary or Purchaser will have Liability following the Closing.

3.18 Worker's Compensation. Each of the Company and the CHUHC Subsidiaries are in material compliance with all worker's compensation Law with respect to the Business and has worker’s compensation insurance on a self-insured basis with respect to the Business. Each of the Company and the CHUHC Subsidiaries has paid all stop loss premiums relating to worker’s compensation coverage.

3.19 Legal Proceedings; Governmental Orders.

(a) Except as set forth in Section 3.19(a) of the Disclosure Schedules, there are no Actions pending or, to Seller's Knowledge, threatened (a) against or by the Company or any CHUHC Subsidiary affecting any of its properties or assets or the Business (or by or against Seller or any Affiliate of Seller and relating to the Company, a CHUHC Subsidiary or the Business); or (b) against or by the Company, a CHUHC Subsidiary, Seller, or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company, a CHUHC Subsidiary, or any of their respective properties or assets or the Business.

(c) Except for Intercompany Obligations incurred in the ordinary course of business, neither Seller nor any Affiliate of Seller has any claim, action or cause of action against the Company or any CHUHC Subsidiary.

3.20

Labor Matters.

(a) Except as set forth Section 3.20(a) of the Disclosure Schedules, neither the

Company nor any CHUHC Subsidiary is, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, "Union"), and there is not, and has not been for the past five years, any Union representing or purporting to represent any Company Employee, and to Seller's Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining.

(b) Each of the Company and the CHUHC Subsidiaries is and has been in compliance with the terms of all collective bargaining agreements and similar contracts to which any of the Company or a CHUHC Subsidiary or their employees are subject or a party to. To Seller’s Knowledge, each of the Company and the CHUHC Subsidiaries is, in all material respects, in compliance with all applicable Law pertaining to employment and employment practices, including all Law relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company or a CHUHC Subsidiary as independent contractors or consultants are properly treated as independent contractors under all applicable Law. All Company Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Law are properly classified. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there are no Actions against any of the Company or a CHUHC Subsidiary pending, or to Seller's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of the Company or a CHUHC Subsidiary, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment related matter arising under applicable Law.

(c) There are no pending nor, to Seller's Knowledge, threatened labor strikes, work stoppages, slowdowns or refusals to work or similar material labor disruption or dispute affecting the Company or the CHUHC Subsidiaries, and, to Seller's Knowledge, there are no labor disputes currently subject to any grievance procedure or Proceeding.

(d) The Company and the CHUHC Subsidiaries are in compliance in all material respects with the Immigration Reform and Control Act of 1986 ("IRCA"), as amended, and all Company Employees who are not United States citizens are authorized under Law to hold United States employment. Without limiting the foregoing, all current Company Employees are, and all former Company Employees whose employment terminated, voluntarily or involuntarily, within three years prior to the date of this Agreement, were, legally authorized to work in the United States. During the past three years, the Company and each CHUHC Subsidiary has completed and retained the necessary employment verification paperwork under IRCA.

(e) None of the Company or the CHUHC Subsidiaries have conducted a facility closing or mass layoff of any kind resulting in a loss of employment of 50 or more active employees at any single site of employment during the 90 days preceding the date of this Agreement.

3.21 Health Care Programs and Third Party Payor Participation.

(a) The CHUHC Subsidiaries are eligible to receive payment with respect to the Business under the Medicare and Medicaid programs and are each a "provider" with a valid and current provider agreement as noted on Section 3.21(a) of the Disclosure Schedules. A list of all of the CHUHC Subsidiaries' existing Medicare and Medicaid program provider numbers pertaining to the Business and all other federal and state program provider numbers pertaining to the Business is set forth on Section 3.21(a) of the Disclosure Schedules. Each federal and state health care program identified in Section 3.21(a) of the Disclosure Schedules shall be referred to herein as a "Program" and collectively as the "Programs." The Medicare and Medicaid Program provider agreements and numbers and other federal and state Program provider agreements and numbers identified in Section 3.21(a) of the Disclosure Schedules shall be referred to herein as "Program Agreements."

(b) The CHUHC Subsidiaries have contractual arrangements with third party payors pertaining to the Business including, but not limited to, private insurance, managed care plans and HMOs (the "Third Party Payors"). A list of the existing contracts with Third Party Payor(s) that provide for annual payments of more than $50,000 pertaining to the Business is set forth on Section 3.21(b) of the Disclosure Schedules (the "Third Party Payor Contracts").

(c) Except as set forth on Section 3.21(c) of the Disclosure Schedules, no CHUHC Subsidiary is in default in any material respect under any such Program Agreements or Third Party Payor Contract. To Seller's Knowledge, no other party to any such Program Agreement or Third Party Payor Contract is in default under any such Program Agreement or Third Party Payor Contract.

(d) Except as set forth on Section 3.21(d) of the Disclosure Schedules, each CHUHC Subsidiary is in compliance in all material respects with the rules and policies respecting each Program Agreement and Third Party Payor Contract, including, but not limited to, all certification, billing, reimbursement and documentation requirements. No action has been taken by any Governmental Authority or, to Seller's Knowledge, recommended by any Governmental Authority, either to revoke, withdraw or suspend any Program Agreement or to terminate or decertify any participation of any of the CHUHC Subsidiaries in any "Federal Health Care Program" (as that term is defined in 42 U.S.C. § 1320a-7b(f)) in which the CHUHC Subsidiaries participate (including, but not limited to Medicare and Medicaid). Except as set forth on Section 3.21(d) of the Disclosure Schedules, to Seller's Knowledge, no party to a Program Agreement or Third Party Payor Contract or other Governmental Authority has threatened probation, restriction, limitation or nonrenewal affecting any Program Agreement or Third Party Payor Contract.

3.22 Health Care Regulatory.

(a) Except as set forth on Section 3.22(a) of the Disclosure Schedules, none of Seller, the Company or any CHUHC Subsidiary has received written notice that the Company or any CHUHC Subsidiary is currently the subject of any investigation, inquiry or proceeding by any Governmental Authority (or any Governmental Authority’s designated agent or agents) with respect to the Business, nor, to Seller's Knowledge, is any such investigation, inquiry or

proceeding pending, threatened or imminent, other than routine audits in the ordinary course of business. Except as set forth on Section 3.22(a) of the Disclosure Schedules, no written notice of any violation or asserted deficiency has been received by any CHUHC Subsidiary from any Governmental Authority (or any Governmental Authority’s designated agent or agents) that would:

(i) affect the CHUHC Subsidiary's ability to treat patients, furnish, file claims, xxxx and receive reimbursement relative to health care items or services rendered to patients; or

(ii) result in the imposition of any fine, sanction, or lower reimbursement rate for items or services furnished by the CHUHC Subsidiary.

(b) To Seller’s Knowledge, there are no material Program, Third Party Payor or other claim or reimbursement audits or appeals currently pending relating to the Business, except for those set forth on Section 3.22(b) of the Disclosure Schedules.

(c) To Seller's Knowledge, there are no current or pending payment or reimbursement withholds, payment recoupments, setoffs, chargebacks, refunds or suspensions by any Program or Third Party Payor relating to the Business or to the health care items or services furnished by the CHUHC Subsidiaries, other than payment or reimbursement withholds, or payment recoupments that are ordinary course adjustments to correct non-continuing, non-systemic errors and which, when taken together, are immaterial.

3.23 Medicare, Medicaid; Legal and Billing Compliance.

(a) Activities and Omissions. Neither the Company nor any CHUHC Subsidiary has engaged in any activity or omitted to take required action, such as the filing or submission of any claim for reimbursement, report or other documentation, in violation of any applicable Health Care Law, or other federal, state or local law, rule or regulation.

(b) Inappropriate Payments. Neither the Company nor any CHUHC Subsidiary, nor to Seller’s Knowledge, any officer, director, employee or agent acting on behalf of or for the benefit of the Company or any CHUHC Subsidiary, has, directly or indirectly, (i) paid any remuneration, in cash or in kind, to, or made any financial arrangements with, any past or present customers, past or present suppliers, contractors, referral sources or Third Party Payors to obtain business or payments from such person, other than in compliance with applicable Law, (ii) given any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, referral source, Third Party Payor or any other person, other than in compliance with applicable Law, or (iii) made any contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent, other than in compliance with applicable Law.

(c) Contractual Relationships. Neither the Company nor any CHUHC Subsidiary, nor to Seller’s Knowledge, any of their officers or directors acting on behalf of or for the Company or any CHUHC Subsidiary, is a party to any contract, lease or other written agreement or arrangement, including, but not limited to, any joint venture or consulting

agreement, with any physician, hospital, nursing facility, home health agency, hospice or other person or entity who is in a position to make or influence referrals to or otherwise generate business for the Business that violates any Health Care Law.

(d) Compliance with Billing Practices. All billing practices by the CHUHC Subsidiaries with respect to the Programs and all Third Party Payors are in compliance with all applicable Law, regulations and policies of all such Programs and Third Party Payors. The CHUHC Subsidiaries have filed all material reports required to be filed in connection with all Medicare and Medicaid Programs with respect to the Business, which reports are complete and correct in all material respects.

(e) Accreditations. The CHUHC Subsidiaries hold all accreditations necessary for the operation of the Business as currently conducted by the CHUHC Subsidiaries (individually, an "Accreditation," and collectively, the "Accreditations"). All such Accreditations are and shall be effective, unrestricted and in good standing as of the date hereof and as of the Closing Date. There are no pending or, to Seller's Knowledge, threatened proceedings that would reasonably be expected to result in a termination, probation, limitation, suspension, revocation, restriction, amendment or nonrenewal of any Accreditation, and to Seller's Knowledge, other than the consummation of the transactions contemplated herein, no event which (whether with notice or lapse of time or both) would result in a termination, probation, limitation, suspension, revocation, restriction, amendment or nonrenewal of any Accreditation has occurred.

(f) Medicare, Medicaid Fraud. To Seller’s Knowledge, neither the Company nor any CHUHC Subsidiary has arranged or contracted with (by employment or otherwise) any Person that is excluded or suspended from participation in a federal or state health care Program, for the provision of items or services for which payment may be made under such federal health care Program with respect to the Business. Except as set forth on Section 3.23(f) of the Disclosure Schedules, neither the Company nor any CHUHC Subsidiary is a party to any corporate integrity or other agreements with any Governmental Authority with respect to the Business. To Seller’s Knowledge, none of the officers, directors or managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)) of the Company or any CHUHC Subsidiary has been excluded from the Programs or any other federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)), been subject to sanction pursuant to 42 U.S.C. § 1320a-7a or 1320a-8, or been convicted of a crime described at 42 U.S.C. § 1320a-7b, nor to Seller's Knowledge is any such exclusion, sanction or conviction threatened or pending. None of Seller, the Company or any CHUHC Subsidiary has been excluded from the Programs or any other federal health care program (as defined in 42 U.S.C. §1320a-7b(f)) as a result of any civil or criminal wrongdoing with respect to the Business.

(g) HIPAA and HITECH Requirements.

(i) The Company and the CHUHC Subsidiaries are in compliance in all material respects with HIPAA and HITECH, including the federal privacy regulations as contained in 45 C.F.R. Part 164, the federal security standards as contained in 45 C.F.R. Part 142, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162, and comparable state Law.

(ii) An accurate copy of each CHUHC Subsidiary's notice of privacy practices and HIPAA policies has been made available to Purchaser. An accurate and complete list of all material, individually or in the aggregate, unresolved HIPAA-related complaints filed against or with the Company or a CHUHC Subsidiary with respect to the Business is provided in Section 3.23(g) of the Disclosure Schedules.

(h) Health Care Licenses. The CHUHC Subsidiaries hold all certificates of need, health care licenses, permits and registrations necessary or required by applicable Law or Governmental Authority for the operation of the Business as currently conducted by the CHUHC Subsidiaries (collectively, "Health Care Licenses"). There are no pending or, to Seller's Knowledge, threatened suits or proceedings that would reasonably be expected to result in the termination, probation, limitation, suspension, revocation, restriction, amendment, cancellation or nonrenewal of any Health Care License, and to Seller's Knowledge, no event (other than the consummation of the transactions contemplated herein) which (whether with notice or lapse of time or both) would reasonably be expected to result in a termination, probation, limitation, suspension, revocation, restriction, amendment, cancellation or nonrenewal of any Health Care License has occurred. To Seller’s Knowledge, each CHUHC Subsidiary is in compliance in all material respects with the terms of each Health Care License. Except as set forth on Section 3.23(h) of the Disclosure Schedules, no home health agency operated by a CHUHC Subsidiary has experienced a change in majority ownership, as defined at 42 C.F.R. §424.502, within the thirty-six (36) months prior to the Closing Date. To Seller's Knowledge, there is no material violation, default, or deficiency that exists with respect to the provider numbers used by a CHUHC Subsidiary with respect to the Business that would give cause for termination of the provider agreements or revocation of enrollment or billing privileges by any Governmental Authority.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller, as of the date hereof, as set forth below:

4.1 Incorporation and Authority of Purchaser and Purchaser's Parent. Each of Purchaser and Purchaser's Parent is a corporation duly organized, validly existing and in good standing (in such jurisdictions where such status is recognized) under the Law of the jurisdiction of its organization. Each of Purchaser and Purchaser's Parent has all corporate power and authority necessary to lease or operate the properties and assets owned, leased or operated by it and to carry on its business as currently conducted. Purchaser is qualified or licensed to do business in each jurisdiction in which ownership of its property or assets or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed would not prevent or materially impair or delay Purchaser’s ability to consummate the transactions contemplated hereby.

4.2 Authority; Execution and Delivery; Enforceability. Each of Purchaser and Purchaser's Parent has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Purchaser and Purchaser's Parent of this Agreement and the consummation of the transactions contemplated hereby has been duly authorized by all requisite corporate action on the part of Purchaser and Purchaser's Parent. This Agreement has been duly and validly executed and delivered by Purchaser and Purchaser's Parent. This Agreement constitutes, assuming that this Agreement has been duly authorized, executed and delivered by Seller and the Company, a valid and binding obligation of Purchaser and Purchaser's Parent, enforceable against it in accordance with its terms.

4.3 No Conflict; Consents.

(a) The execution, delivery and performance of this Agreement by Purchaser and Purchaser’s Parent, and the consummation by Purchaser and Purchaser’s Parent of the transactions contemplated hereby, will not, (i) violate any provision of the certificate of incorporation or bylaws of Purchaser or Purchaser’s Parent, (ii) result in a violation or breach of, or constitute (with or without the giving of notice, the lapse of time or both) a default (or give rise to any right of termination or cancellation of obligations) under, any of the terms, conditions or provisions of any Contract, to which Purchaser or Purchaser’s Parent is a party or by which any of its properties or assets are bound, or (iii) assuming that all filings, registrations and notifications have been made as contemplated by Article II, violate any Law applicable to Purchaser or Purchaser’s Parent or by which any of its properties or assets are bound.

(b) Except as set forth on Schedule 4.3(b), the execution, delivery and performance of this Agreement by Purchaser and Purchaser’s Parent, and the consummation by Purchaser and Purchaser’s Parent of the transactions contemplated hereby, will not require any consent, waiver, approval, authorization of, or filing or registration with or notification to, any Governmental Authority, except for (i) compliance with all applicable Antitrust Law, (ii) the Required Actions, and (iii) as may be required as a result of any facts or circumstances related to Seller, the Company or the CHUHC Subsidiaries.

4.4 Litigation. There are no Proceedings pending or, to Purchaser's Knowledge, threatened in writing by or against or affecting Purchaser or any of its Affiliates, and there are no orders, writs, judgments, injunctions, decrees or awards by which Purchaser or any of its Affiliates, or any of their respective assets or properties, are bound, in either case that could prevent or materially impair or delay Purchaser’s ability to consummate the transactions contemplated hereby.

4.5 Financial Ability to Perform . Purchaser has, as of the date of this Agreement, available cash funds, credit facilities or other sources of immediately available funds sufficient to consummate the transactions contemplated by this Agreement.

4.6 Brokers and Finders. Neither Purchaser nor any of its Affiliates has employed, nor is it subject to any valid claim of Liability or obligation to, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement for which Seller or any of its Affiliates, or the Company or any CHUHC Subsidiary will have Liability

following the Closing.

4.7 Investment Intent. Purchaser is acquiring the Majority Interest for its own account for investment purposes only and not with a view to any public distribution thereof or with any intention of selling, distributing or otherwise disposing of the Majority Interest in a manner that would violate the registration requirements of the Securities Act or any similar provisions of any applicable Law. Purchaser agrees that Majority Interest may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other applicable securities Law, except pursuant to an exemption from such registration under the Securities Act and such Law. Purchaser is able to bear the economic risk of holding the Majority Interest for an indefinite period (including total loss of its investment), and (either alone or together with its representatives) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment. Purchaser qualifies as an "accredited investor," as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act.

ARTICLE V
COVENANTS of the company and seller

5.1

Conduct of Business Prior to the Closing.

(a) Except with the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as otherwise contemplated or permitted by the terms of this Agreement, or (iii) as required by Law, from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each CHUHC Subsidiary to, conduct its business in the ordinary course in substantially the same manner as currently conducted. In addition, the Company will, and shall cause the CHUHC Subsidiaries to, take those steps it has taken in the past and commercially reasonable additional steps to preserve the Business, keep available the services of key employees and preserve the current relationship of the Company and the CHUHC Subsidiaries with customers, payors and suppliers, of, and other Persons which have significant business relationships with, the Company and the CHUHC Subsidiaries during the period beginning on the date of this Agreement and ending on the Closing Date. Without limiting the foregoing, from the date hereof until the Closing Date, the Company shall:

(i) cause the Company and the CHUHC Subsidiaries to preserve and maintain all of their Permits, unless a Permit is no longer required in connection with the operation of the Business;

(ii) cause the Company and the CHUHC Subsidiaries to pay their debts, Taxes and other obligations in the ordinary course of business;

(iii) cause the Company and the CHUHC Subsidiaries to maintain the properties and assets owned, operated or used by the Company or the CHUHC Subsidiaries in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

(iv) cause the Company and the CHUHC Subsidiaries to continue in

full force and effect insurance coverages substantially similar in scope as currently maintained by the Company and the CHUHC Subsidiaries, except as required by applicable Law;

(v) cause the Company and the CHUHC Subsidiaries to defend and protect their properties and assets from infringement or usurpation which the Company or the CHUHC Subsidiaries become aware of;

(vi) cause the Company and the CHUHC Subsidiaries to perform all of their obligations under all Contracts relating to or affecting their properties, assets or business, except for any obligation which the Company or a CHUHC Subsidiary is contesting in good faith;

(vii) cause the Company and the CHUHC Subsidiaries to maintain their books and records in accordance with past practice; and

(viii) cause the Company and the CHUHC Subsidiaries to comply in all material respects with all applicable Law.

(b) Without limiting the generality of Section ‎5.1(a), from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, except with the written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), as contemplated by Section 1.6 or as required by Law, the Company shall not, and shall not permit any CHUHC Subsidiary to:

(i) transfer, issue, sell or dispose of any shares of capital stock or other equity interests of the Company or any CHUHC Subsidiary or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other equity interests of the Company or any CHUHC Subsidiary;

(ii) redeem, purchase or otherwise acquire any outstanding shares of capital stock of the Company or any CHUHC Subsidiary;

(iii) acquire any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or services of transactions;

(iv) make any loans, advances or capital contributions, except advances for travel and other normal business expenses to officers and employees in the ordinary course of business;

(v) effect any recapitalization, reclassification, stock split or like change in the capitalization of the Company or any CHUHC Subsidiary;

(vi) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any CHUHC Subsidiary, guarantee any debt securities of another Person or enter into any arrangement having the economic effect of any of the foregoing, or (B) make any loans, advances or capital contributions to any other Person;

(vii) amend the governing documents of the Company or any CHUHC Subsidiary;

(viii) grant any material Encumbrance on any property or assets (whether tangible or intangible) of the Company or any CHUHC Subsidiary having a fair market value in excess of $100,000, other than (A) Permitted Encumbrances and (B) Encumbrances granted in the ordinary course of business;

(ix) (A) adopt, enter into, terminate or amend any Benefit Plan, other than in the ordinary course of business or as may be required by applicable law, (B) materially increase the compensation or fringe benefits of, or pay any material bonus to, any director or executive officer of the Company or any CHUHC Subsidiary, (C) pay any material benefit to any director or executive officer of the Company or any CHUHC Subsidiary not provided for under any Benefit Plan (other than customary director fees and expenses), or (D) except as required pursuant to any Benefit Plan, fund or secure the payment of material compensation or benefits under any Benefit Plan other than in the ordinary course of business;

(x) change the methods, principles or practices of accounting of the Company or any CHUHC Subsidiary in any manner that would have a material and adverse impact on the Company or the CHUHC Subsidiaries, except as required by Law, any Governmental Authority or changes in GAAP;

(xi) make any material Tax election or settle or compromise any material Tax Liability of the Company or any CHUHC Subsidiary if such election, settlement or compromise would have the effect of increasing the Tax liabilities of the Company or any CHUHC Subsidiary for any period ending after the Closing Date;

(xii) transfer, sell or otherwise dispose of, or lease or exclusively license, any property or assets of the Company or any CHUHC Subsidiary for which the aggregate consideration paid or payable (A) in any individual transaction is in excess of $100,000 or (B) in the aggregate is in excess of $250,000, in each case, other than in the ordinary course of business;

(xiii) purchase or otherwise acquire (whether by merger or otherwise), or lease or license, any property or assets of the Company or any CHUHC Subsidiary for which the aggregate consideration paid or payable (A) in any individual transaction is in excess of $100,000 or (B) in the aggregate is in excess of $250,000, in each case, other than in the ordinary course of business;

(xiv) enter into, renew, modify or revise any Contract with any officer, director or employee of the Company or any CHUHC Subsidiary, other than in the ordinary course of business;

(xv) (A) increase in any material manner the rate or terms of compensation or benefits of any Company Employee except as may be required under existing employment agreements or such increases for rank-and-file employees as are granted in the ordinary course of business consistent with past practices, or (B) pay or agree to pay any pension, retirement allowance, retention or severance benefit or other employee benefit not

provided for under the terms of any Benefit Plans to any director, officer or employee, whether past or present other than in the ordinary course of business consistent with past practice, or (C) enter into, adopt or amend any employment, bonus, severance or retirement contract or adopt any employee benefit plan, other than in the ordinary course of business or as expressly required by any applicable Law, including Section 409A of the Code;

(xvi) make any payment of accounts payable of the Company or any CHUHC Subsidiary or take receipt of the accounts receivable of the Company or any CHUHC Subsidiary, or otherwise make any change in the treatment or handling of either of them, in each case other than in the ordinary course of business;

(xvii) declare, pay or otherwise make any dividend or distributions (in cash or in any other form) to Seller; or

(xviii) authorize any of, or commit or agree to take any of, the foregoing actions.

(i) the Company shall consult with Purchaser concerning any material operational matters of the Company and the CHUHC Subsidiaries, any proposed changes in senior management, and any proposed capital expenditures or contractual commitments that individually or in the aggregate involve expenditures in excess of $250,000; and

(ii) within 30 days after the end of each month after the execution of this Agreement and prior to the Closing Date, Seller will deliver or cause to be delivered to Purchaser internally prepared monthly and year-to-date financial statements of the Company and the CHUHC Subsidiaries on a combined basis (consisting of a balance sheet and a statement of income with a comparison to the fiscal year ended December 31, 2015), prepared in accordance with the Accounting Principles and in a manner consistent with past practices and procedure.

(d) Nothing contained in this Section shall give Purchaser, directly or indirectly, the right to control or direct the operations of the Business prior to the Closing. Prior to the Closing, the Company and the CHUHC Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement and with the requirements of applicable Law, complete control and direction over their respective business, assets and operations.

(e) Prior to Closing, Seller will cause all Intercompany Obligations to be released or satisfied in full, with no liability to the Company or any CHUHC Subsidiary. Further, if any of the Company or any CHUHC Subsidiary has any liability or obligation under any agreement between Seller or a Seller Affiliate and a third party, Seller shall cause such liability or obligation to be released or satisfied in full prior to Closing and shall provide Purchaser with satisfactory evidence of such release or satisfaction.

5.2 Efforts to Consummate.

(a) Subject to the terms and conditions of this Agreement, Seller shall use its

best efforts to cause the Closing to occur and to cause the conditions set forth in Section 2.1 to be satisfied, including (i) defending against any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby and (ii) seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority that is not yet final and non-appealable vacated or reversed; provided, however, that (A) Seller shall not be required to waive any of the conditions set forth in Section 2.2 and (B) none of Seller, the Company or any CHUHC Subsidiary shall be required to make any monetary expenditure, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.

(b) In furtherance and not in limitation of the foregoing, Seller shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement, and to comply as promptly as practicable with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby by any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Law (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), including the following:

(i) filing, or causing to be filed, as promptly as practicable, but in no event later than five Business Days following the execution and delivery of this Agreement, any required notification and report forms under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice;

(ii) providing for review and approval, as promptly as practicable, but in no event later than five Business Days following the execution and delivery of this Agreement, all necessary applications and filings in connection with the Required Actions, each of which shall contain complete information and all materials required by the applicable Governmental Authority; providing all comments on the applications and filings required in connection with the Required Actions within five Business Days after receiving such applications and filings; and promptly filing such applications and filings with the appropriate Governmental Authority after making such changes required by such comments within three Business Days after receiving such comments;

(iii) obtaining any consent, authorization, order or approval of, or any exemption by, any Governmental Authority required to be obtained or made by Seller, Purchaser or any of their respective Affiliates in connection with the transactions contemplated by this Agreement;

(iv) securing clearance under all applicable Antitrust Law (including the expiration or termination of any applicable waiting period under the HSR Act); provided further that Seller shall take all actions necessary to ensure that no Governmental Antitrust Authority (A) with the authority to clear, authorize or otherwise approve the consummation of the transactions contemplated by this Agreement fails to do so or (B) enters any decision, order, decree, ruling or injunction restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement, including agreeing to any structural or conduct

relief with respect to the assets of Purchaser or any of its Affiliates or of the Company and the CHUHC Subsidiaries (including executing agreements and submitting to judicial or administrative orders to hold separate and divest any such assets), or at the request of Seller, litigating any such matter; provided, however, that nothing in this Section shall require Seller, the Company or the CHUHC Subsidiaries to make any monetary expenditure, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.

(c) Seller shall furnish to Purchaser such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, the Required Actions or any other Law. Seller shall keep Purchaser apprised of the status of any communications with, and any inquiries or requests for additional information from, the Governmental Antitrust Authorities and other Governmental Authorities, and shall comply as promptly as practicable with any such inquiry or request. Seller agrees to instruct its counsel to cooperate with Purchaser's counsel and use their respective best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, the Required Actions and any other applicable Law at the earliest practicable dates. Said best efforts and cooperation shall include counsel’s undertaking (to the extent permitted by applicable Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client, work-product or any other applicable privilege) to (i) furnish to each other’s counsel such reasonably necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, the Required Actions and any other applicable Law, and (ii) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written or oral communications explaining or defending this Agreement or any of the transactions contemplated hereby, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority or other Person. Neither Seller nor any of its Affiliates or Representatives shall independently contact any Governmental Authority or participate in any meeting or discussion (or any other communication by any means) with any Governmental Authority in respect of any such filings, applications, investigation or other inquiry without giving, the other party prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Authority, the opportunity to review and comment on the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Government Authority, the opportunity to attend and participate at the meeting or discussion. Seller shall pay for all costs and expenses incurred by Seller or any of its Affiliates (including the Company and the CHUHC Subsidiaries) to comply with this Section.

(d) During the period from the date hereof and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), Seller and its Affiliates shall not do anything, including entering into any transaction (or making any antitrust or competition law filing in connection with such transaction), that could reasonably be expected to prevent or delay any filings or approvals required under the HSR Act, the Required Actions or other applicable Law.

5.3 Access to Information; Other Contacts . From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller shall, and shall cause the Company and the CHUHC Subsidiaries to, afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice, during normal business hours to all the properties, books, Contracts, commitments, Tax Returns and records of the Company and the CHUHC Subsidiaries, and, during such period, shall furnish as promptly as practicable to Purchaser any information concerning the Company and the CHUHC Subsidiaries as Purchaser may reasonably request; provided, however, that (i) such access does not unreasonably disrupt the normal operations of the Company and the CHUHC Subsidiaries, and (ii) neither Seller nor the Company or any CHUHC Subsidiary is under any obligation to disclose to Purchaser or its Representatives any information the disclosure of which is restricted by Contract or applicable Law or would result in the waiver of any attorney-client, work-product or other applicable privilege; provided, further, that Seller may designate certain portions of such information as being provided on an outside-counsel basis only. All information provided pursuant to this Section shall remain subject in all respects to the Confidentiality Agreement.

5.4 Confidentiality. Seller shall hold, and shall cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby pursuant to the terms of the confidentiality agreement dated April 6, 2016 between Almost Family, Inc. and CHSPSC, LLC (the "Confidentiality Agreement"), which shall continue in full force and effect until the Closing Date, at which time such Confidentiality Agreement and the obligations of the parties under this Section shall terminate; provided, however, that after the Closing Date, the Confidentiality Agreement shall terminate only in respect of that portion of the Confidential Information (as defined in the Confidentiality Agreement) exclusively relating to the transactions contemplated by this Agreement.

5.5 Publicity. Seller shall consult with Purchaser before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby. Seller shall not, and shall not permit its Affiliates or its Representatives to, issue any press release or otherwise make any public announcement concerning this Agreement or the transactions contemplated hereby without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by Law or the rules or regulations of any United States or foreign securities exchange, in which case the party required to make the press release or public announcement shall allow the other parties reasonable time to comment on such release or announcement in advance of such issuance.

5.6 Notification of Certain Matters.

(a) Prior to the Closing, Seller shall give Purchaser prompt notice of: (i) any Proceeding commenced or threatened in writing wherein an unfavorable Decree would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (ii) any failure by such Party to comply with or satisfy, in any material respect, any covenant, agreement or condition to Closing to be complied with or satisfied by it under this Agreement; (iii) any information, development or state of affairs that arises or of which it

becomes aware which would cause or result in a breach of any of the representations and warranties of such Party set forth in this Agreement; (iv) any notice or other communications from any Governmental Authority in connection with the transactions contemplated by this Agreement; (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (vi) any fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Article II to be satisfied. Furthermore, Seller will supplement or amend the Disclosure Schedule with respect to any matter arising or discovered after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules, other than matters contemplated to occur by this Agreement or that arise in the Ordinary Course of Business.

(b) Purchaser's receipt of information pursuant to Section 5.6(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article II have been satisfied.

5.7

No Solicitation of Other Bids.

(a) Neither the Company nor Seller shall, nor shall they authorize or permit any of the CHUHC Subsidiaries or any of its or their Representatives or Community Health Systems, Inc. to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. The Company and Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives and Community Health Systems, Inc. to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes of this Section, an "Acquisition Proposal" shall mean any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or the CHUHC Subsidiaries; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company or the CHUHC Subsidiaries; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Company's or the CHUHC Subsidiaries properties or assets.

(b) The Company and Seller agree that the rights and remedies for noncompliance with this Section shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Purchaser and that money damages would not provide an adequate remedy to Purchaser.

5.8 Further Assurances; Closing Conditions . Subject to the terms and conditions of this Agreement, Seller agrees, from time to time as and when requested by Purchaser, to execute and deliver, or cause to be executed and delivered, all such documents, and to use its commercially reasonable efforts to take, or cause to be taken, all such further or other appropriate actions and to do, or cause to be done, all other things, as Purchaser may reasonably deem necessary or desirable to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. From the date hereof until the Closing, Seller shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in this Agreement.

5.9 Financing Cooperation. The Company agrees to provide such assistance (and to cause the CHUHC Subsidiaries and its and their respective personnel and advisors to provide such assistance) with the Debt Financing as is reasonably requested by Purchaser. Such assistance shall include, but not be limited to, the following: (a) participation in, and assistance with, the Marketing Efforts related to the Debt Financing; (b) participation by senior management of the Company in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (c) timely delivery to Purchaser and the Financing Sources of the Financing Information and Financing Deliverables; (d) participation by senior management of the Company in the negotiation of, and the execution and delivery of, the Debt Financing Documents; (v) taking such actions as are reasonably requested by Purchaser or the Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing; (vi) taking all actions as may be required or reasonably requested by Purchaser or the Financing Sources in connection with the repayment of the Company’s existing debt; (vii) using commercially reasonable efforts to cause its independent auditors to cooperate with the Debt Financing; and (viii) using its commercially reasonable efforts to ensure that the Debt Financing benefits from the existing lending relationships of the Company and the CHUHC Subsidiaries, provided, that (A) neither Seller nor, prior to the Closing, the Company or any of the CHUHC Subsidiaries shall be required to pay any fees (other than reasonable out of pocket expenses reimbursed by Purchaser hereunder) or incur any other liability for which such Person is not reimbursed by Purchaser pursuant to this Section 5.9 in connection with the Debt Financing prior to Closing, (B) neither Seller, the Company, nor any of their Subsidiaries nor any Persons who are officers or directors of Seller, the Company or their Subsidiaries shall be required to adopt any resolutions approving any financing prior to the Closing or to deliver any agreement, certificate, document or instrument, in each case, that is not contingent upon the Closing, (C) no obligation of Seller, the Company or any of their Subsidiaries or any of their respective Representatives under any certificate, document, instrument or agreement entered into pursuant to the foregoing shall be effective until the Closing and (D) none of Seller, the Company or their Subsidiaries, nor any Persons who are officers or directors of Seller, the Company or their Subsidiaries, shall be required to take any corporate, limited liability company, partnership or other similar action that is effective prior to the Closing that is not conditioned on the occurrence of the Closing. The Company will provide to Purchaser and the Financing Sources such information as may be necessary so that the Financing Information and Marketing Material is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading.

5.10 Conversion of C Corporations into Disregarded Entities. Seller shall take such actions as are necessary prior to Closing cause each of the CHUHC Subsidiaries listed on the Disclosure Schedules as being treated as C corporations for federal income tax purposes to be converted into entities that are disregarded for federal income tax purposes. With respect to the Illinois Agencies, Seller and Purchaser agree that each of the limited liability companies holding an Illinois Agency will make an IRC § 754 election in connection with the transactions contemplated by this Agreement and cooperate in connection with the taking of any other steps necessary to ensure that there is a tax-basis step-up with respect to each Illinois Agency triggered by the closing of the transactions contemplated by this Agreement.

5.11 Distribution of the Kentucky/West Virginia Agencies. Seller shall take such actions as are necessary to cause the membership interests in Kentucky/West Virginia Agencies to be distributed by the Company to Seller or an Affiliate prior to Closing.

5.12 Approval by GHS Holdings, LLC. Seller shall use commercially reasonable best efforts to cause GHS Holdings, LLC to approve the change in control of Clarksville Home Care Services, LLC triggered by the transactions contemplated by this Agreement.

ARTICLE VI
COVENANTS OF PURCHASER

6.1 Access to Books and Records. For six years after the Closing, Purchaser shall, and shall cause the Company and the CHUHC Subsidiaries to, provide Seller and its authorized representatives with reasonable access, during normal business hours, to the books and records and personnel of the Company and the CHUHC Subsidiaries in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby or with respect to periods or occurrences prior to or on the Closing Date, including, without limitation, for the purpose of preparing Tax Returns and providing assistance relating to final accounting functions relating to the Company. Unless otherwise consented to in writing by Seller, Purchaser shall not, and shall not permit the Company or the CHUHC Subsidiaries to, for a period of six years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company or the CHUHC Subsidiaries (relating to the Business) for any period prior to the Closing Date without first giving reasonable prior notice to Seller and offering to surrender to Seller such books and records or any portion thereof which Purchaser or any of the CHUHC Subsidiaries may intend to destroy, alter or dispose of.

6.2 Director and Officer Liability Insurance Coverage. For a period of six years after the Closing, Seller shall use its commercially reasonable best efforts to maintain directors’ and officers’ liability insurance coverage covering individuals who were directors, officers and managers of the Company or any CHUHC Subsidiary for periods through the Closing Date.

6.3 Efforts to Consummate.

(a) Subject to the terms and conditions of this Agreement, Purchaser shall use its best efforts to cause the Closing to occur and to cause the conditions set forth in Section 2.2 to be satisfied, including (i) defending against any Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby and (ii) seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority that is not yet final and non-appealable vacated or reversed; provided, however, that (A) Purchaser shall not be required to waive any of the conditions set forth in Section 2.1, and (B) Purchaser shall not be required to make any monetary expenditure, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third Person.

(b) In furtherance and not in limitation of the foregoing, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement, and to comply as promptly as practicable with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby by any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Law (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), including the following:

transactions contemplated by this Agreement, including agreeing to any structural or conduct relief with respect to the assets of Purchaser or any of its Affiliates or of the Company and the CHUHC Subsidiaries (including executing agreements and submitting to judicial or administrative orders to hold separate and divest any such assets), or at the request of Seller, litigating any such matter; provided, however, that nothing in this Section shall require Purchaser to make any monetary expenditure, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third Person. Purchaser shall furnish to Seller such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, the Required Actions or any other Law. Purchaser shall keep Seller apprised of the status of any communications with, and any inquiries or requests for additional information from, the Governmental Antitrust Authorities and other Governmental Authorities, and shall comply as promptly as practicable with any such inquiry or request. Purchaser agrees to instruct its counsel to cooperate with Seller's counsel and use their respective best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act, the Required Actions and any other applicable Law at the earliest practicable dates. Said best efforts and cooperation shall include counsel’s undertaking (to the extent permitted by applicable Law and in each case regarding the transactions contemplated by this Agreement and without waiving attorney-client, work-product or any other applicable privilege) to (i) furnish to each other’s counsel such reasonably necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, the Required Actions and any other applicable Law, and (ii) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written or oral communications explaining or defending this Agreement or any of the transactions contemplated hereby, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority or other Person. Neither Purchaser nor any of its Affiliates or Representatives shall independently contact any Governmental Authority or participate in any meeting or discussion (or any other communication by any means) with any Governmental Authority in respect of any such filings, applications, investigation or other inquiry without giving, the other party prior reasonable notice of the meeting or discussion, the opportunity to confer with each other regarding appropriate contacts with and responses to personnel of said Governmental Authority, the opportunity to review and comment on the contents of any representations (oral or otherwise) expected to be communicated at the meeting or discussion, and, to the extent permitted by the relevant Government Authority, the opportunity to attend and participate at the meeting or discussion. Purchaser shall pay for all costs and expenses incurred by Purchaser or any of its Affiliates to comply with this Section, and shall be responsible for any filing fees under the HSR Act.

(c) During the period from the date hereof and continuing until the earlier of the Closing and the termination of this Agreement in accordance with its terms, except with the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser and its Affiliates shall not do anything, including entering into any transaction (or making any antitrust or competition law filing in connection with such transaction), that could reasonably be expected to prevent or delay any filings or approvals required under the HSR Act, the Required Actions or other applicable Law.

6.4 Confidentiality. Purchaser shall hold, and shall cause its Representatives to hold,

in confidence all documents and information furnished to it by or on behalf of the other party in connection with the transactions contemplated hereby pursuant to the terms of the Confidentiality Agreement, which shall continue in full force and effect until the Closing Date, at which time such Confidentiality Agreement and the obligations of the parties under this Section shall terminate; provided, however, that after the Closing Date, the Confidentiality Agreement shall terminate only in respect of that portion of the Information (as defined in the Confidentiality Agreement) exclusively relating to the transactions contemplated by this Agreement.

6.5 Publicity. Purchaser shall consult with Seller before issuing any press release or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby. Purchaser shall not, and shall not permit its Affiliates or its Representatives to, issue any press release or otherwise make any public announcement concerning this Agreement or the transactions contemplated hereby without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by Law or the rules or regulations of any United States or foreign securities exchange, in which case the party required to make the press release or public announcement shall allow the other parties reasonable time to comment on such release or announcement in advance of such issuance.

6.6 Notification of Certain Matters.

(a) Prior to the Closing, Purchaser shall give Seller prompt notice of: (i) any Proceeding commenced or threatened in writing wherein an unfavorable Decree would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (ii) any failure by such Party to comply with or satisfy, in any material respect, any covenant, agreement or condition to Closing to be complied with or satisfied by it under this Agreement; (iii) any information, development or state of affairs that arises or of which it becomes aware which would cause or result in a breach of any of the representations and warranties of such Party set forth in this Agreement; (iv) any notice or other communications from any Governmental Authority in connection with the transactions contemplated by this Agreement; (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (vi) any fact, circumstance, event or action, the existence, occurrence or taking of which (A) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Purchaser hereunder not being true and correct or (B) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Article II to be satisfied.

(b) Seller's receipt of information pursuant to Section 6.6(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Purchaser in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article II have been satisfied.

6.7 Further Assurances; Closing Conditions. Subject to the terms and conditions of

this Agreement, Purchaser agrees, from time to time as and when requested by Seller, to execute and deliver, or cause to be executed and delivered, all such documents, and to use its commercially reasonable efforts to take, or cause to be taken, all such further or other appropriate actions and to do, or cause to be done, all other things, as Seller may reasonably deem necessary or desirable to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. From the date hereof until the Closing, Purchaser shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in this Agreement.

6.8 Employee Matters.

(a) Immediately after the Closing, Purchaser shall continue the employment at will of all current Company Employees who satisfy Purchaser’s standard employment requirements (including but not limited to background checks and screenings). Notwithstanding the preceding sentence and except as provided by Law, nothing in this Agreement shall prevent Purchaser, the Company or any CHUHC Subsidiary from changing the compensation structure or employee benefit programs provided to any Company Employee or obligate Purchaser, the Company or any CHUHC Subsidiary to provide any particular type or amount of compensation or benefits to any Company Employee, or shall be construed as resulting in any Company Employee being employed other than on an "at will" basis or as obligating Purchaser, the Company or a CHUHC Subsidiary to employ any Company Employee for any length of time following the Closing Date. Nothing herein shall be deemed to create or grant to any such Company Employee third party beneficiary rights or claims of any nature.

(b) All current Company Employees shall cease to participate in the Benefit Plans as of the Effective Time. Notwithstanding the preceding sentence, any former Company Employee (and/or any dependent(s) of such a former Company Employee) receiving continuation coverage under any Benefit Plan required by the Consolidated Omnibus Budget Reconciliation Act, 29 USC Section 1161, et seq. ("COBRA"), shall continue to participate in such Benefit Plan (and, for purposes of clarification, only such Benefit Plan except to the extent otherwise required by COBRA and the Treasury Regulations thereunder) for the duration of the period of such COBRA continuation coverage. Continuation coverage for each terminated Company Employee shall be offered with respect to a health care flexible spending account plan or arrangement in which the Company Employee participates, from the Effective Time through December 31, 2016 and, to the extent necessary, the Company will amend the terms of any such plan to provide for such continuation coverage.

(c) Subject to the terms of the benefit plans providing benefits to employees of Purchaser’s Parent’s controlled group of corporations (the "Purchaser Plans"), Purchaser shall cause the Company Employees (and their dependents) to participate in all Purchaser Plans, without a waiting period and, for purposes of medical plans, without regard to any pre-existing condition; provided that (i) coverage under any medical flex plans or plan options will not begin until January 1, 2017 and (ii) participation in Purchaser's Section 401(k) Plan shall be as soon as administratively feasible after the Effective Time, rather than immediately after the Effective Time. All Company Employees shall be credited with employment service with the Company and the CHUHC Subsidiaries for purposes of eligibility and vesting purposes (but not for purposes of benefit accrual) under the Purchaser Plans, unless such service credit is not allowed

pursuant to the express terms of any insurance policy (or policies) used to fund the benefits provided under the Purchaser Plans, in which case such service credit will not be allowed just for such insured Purchaser Plan(s).

(d) At the Effective Time and prior to January 1, 2017, each affected Company Employee shall receive benefits under the Purchaser Plans for major medical coverage that is most similar to the major medical Benefit Plan in which the Company Employee participated prior to the Effective Time, and at the same premium rate as such Company Employee had paid under the major medical Benefit Plan in which the Company Employee participated. On and after January 1, 2017, premium rates under Purchaser Plans for Company Employees shall be determined by Purchaser.

(e) Except for the accrued annual incentive payments reflected in the Financial Statements to be paid in accordance with Section 6.8(h), (i) none of Purchaser's Parent, Purchaser, the Company or any CHUHC Subsidiary shall have any obligation whatsoever to provide to any Company Employees or other service provider of the Company or any CHUHC Subsidiary with equity-based benefits or any retention or transaction bonus or severance compensation or benefits of any kind; and (ii) Seller acknowledges and agrees that neither the Company nor any CHUHC Subsidiary shall have, as of the Closing Date, any obligation or liability to any Company Employee or other service provider of the Company or any CHUHC Subsidiary with respect to any equity-based benefits or any retention or transaction bonus or severance compensation or benefits of any kind.

(f) Prior to the Effective Time, the Company and the CHUHC Subsidiaries shall not temporarily or permanently close or shut down any "single site of employment" or one or more facilities or operating units within a single site of employment, as such terms are used or defined in the WARN Act. Seller represents that the Company and CHUHC Subsidiaries have not had any such shutdowns within the period of at least 90 days before the Closing. After the Effective Time, the Company and CHUHC Subsidiaries shall retain that number of employees as shall be necessary to avoid Seller incurring liability under the WARN Act.

(g) Seller agrees to provide complete copies of employee benefit plan documents and any other records reasonably needed by the Company or a CHUHC Subsidiary for the purpose of responding to a request by a Company Employee for plan documents or as needed for a financial audit or audit by a Governmental Authority, defending an employee claim or for any other reasonable business purpose. Such records will be provided within a reasonable timeframe after request and Seller agrees to cooperate generally with the Company and Purchaser in connection with addressing matters relating to the matters addressed in this subsection.

(h) As soon as practicable after the Closing, and notwithstanding any requirement regarding continued employment with the Company or any CHUHC Subsidiary on or through a particular date in order to receive the payments described in this paragraph, Seller or an Affiliate will pay the accrued annual incentive payments that would have been payable to certain Company Employees under the annual incentive plan in effect for such employees immediately prior to the Closing, based on the achievement of the performance objectives achieved by each such Company Employee and either the Company or the relevant CHUHC

Subsidiary through the Closing Date. The accrual for the amount of all such estimated payments will, in turn, be reversed in the calculation of Net Working Capital.

(i) In the event the Company terminates the employment of any of the President, the Vice President and Chief Operating Officer, or the Vice President of Business Development of the Company for any reason other than cause at any time during the first year following the Closing Date, then the Company shall continue to provide such officer’s salary and benefits for a period of six months following his or her termination of employment. This salary continuation shall not be duplicative of any benefit or payments provided under a severance agreement with the employee and shall not expand any severance obligation beyond six months following his or her termination of employment.

(j) Purchaser is not assuming sponsorship of, liability for, or administrative responsibility for any Benefit Plan, including, but not limited to, the following nonqualified deferred compensation plans: (i) the CHS/Community Health System, Inc. Amended and Restated Supplemental Executive Retirement Plan, (ii) the CHS 401(k) Supplemental Savings Plan, (iii) the CHS NQDCP, and (iv) the CHS/Community Health Systems, Inc. Deferred Compensation Plan. However, Purchaser shall allow the Company Employee currently making contributions to the CHS/Community Health Systems, Inc. Deferred Compensation Plan to continue making such contributions prior to January 1, 2017 and shall cooperate with Seller to facilitate such contributions. Purchaser shall inform Seller as soon as possible following the separation from service or death of any Company Employee with an account balance under any of the above-named nonqualified deferred compensation plans.

6.9 Environmental Reports. Purchaser, in its discretion and at its sole cost, may commission from one (1) or more reputable environmental consulting firms a Phase-I environmental site assessment report on the Owned Real Property. If the scope, findings and conclusions of such report are not reasonably satisfactory to Purchaser, then at the request of Purchaser, the CHUHC Subsidiaries shall cause the Owned Real Property to be transferred to Seller or an Affiliate and a lease for such Owned Real Property shall be substituted for such Owned Real Property.

6.10 Purchaser Covenants Related to Financing.

(a) Purchaser shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to comply with the terms and conditions described in the Debt Commitment Letter including: (i) maintaining in effect and refraining from terminating the Debt Commitment Letter until the consummation of the transactions contemplated by this Agreement, (ii) negotiating and using commercially reasonable best efforts to enter into definitive agreements with respect to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letter (subject to any applicable "flex" provisions contained therein or in any related fee letter) or otherwise not less favorable in any material respect to Purchaser, including with respect to conditionality, than those contained in the Debt Commitment Letter (after taking into account any "flex" provisions contained therein or any related fee letter) as promptly as is reasonably practicable, (iii) using commercially reasonable best efforts to satisfy all of the conditions to funding in the Debt Commitment Letter (and any definitive agreements related

thereto) that are under its control, including the payment of any fees required as a condition to the Debt Financing, (iv) as promptly as practicable cause to be prepared and delivered to the Financing Sources all customary financial information and projections as the Financing Sources may reasonably request in connection with the preparation of marketing material to be used in connection with the syndication of the Debt Financing and (v) upon satisfaction of the conditions set forth in the Debt Commitment Letter (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of those conditions at the Closing) consummating the Debt Financing at or prior to the Closing, including, if necessary, enforcing all of its rights under the applicable Debt Commitment Letter (and any definitive agreements related thereto). Upon the request of Seller, Purchaser shall keep Seller informed on a reasonable basis of material developments relating to the Debt Financing. Purchaser shall give Seller prompt notice of (A) any material breach or material default by any party of the Debt Commitment Letter of which Purchaser becomes aware and (B) any termination of the Debt Commitment Letter. As soon as reasonably practicable, but in any event within three (3) Business Days after the date Seller delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in the immediately preceding sentence.

(b) Other than as set forth in this Section 6.10(b), Purchaser shall not, without the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned), amend or modify, or grant any waiver under, the Debt Commitment Letter if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing to an amount that, when taken together with other funds available to Purchaser, is not sufficient to pay the aggregate purchase price to be paid by Purchaser at the Closing pursuant to Section 1.4(b) and all other amounts required to be paid by Purchaser at the Closing in connection with the consummation of the transactions contemplated hereby and to pay all related fees and expenses of Purchaser required to be paid at the Closing in connection therewith, or (ii) (A) impose new or additional conditions precedent to the Debt Financing or (B) otherwise adversely amend, modify, or expand any other provision of the Debt Commitment Letter, in the case of clauses (A) and (B), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing; provided that, notwithstanding anything in this Agreement to the contrary, Purchaser shall be permitted, without the consent of Seller, to amend or restate the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndications agent and/or similar entities that have not executed the Debt Commitment Letter on the date hereof. For purposes of this Agreement, references to "Debt Financing" shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, waived or replaced by this Section 6.10(b).

(c) If all or any portion of the Debt Financing becomes unavailable, Purchaser shall, and shall cause its Affiliates to, use its commercially reasonable best efforts to (i) obtain as promptly as practicable such portion of the Debt Financing that has become unavailable from alternative sources in an amount sufficient, when added to any portion of the Debt Financing that is available, to fund the transactions contemplated by this Agreement (the "Alternative Debt Financing") and (ii) obtain a new financing commitment letter with respect to the Alternative Debt Financing (the "Alternative Debt Commitment Letter") and a new definitive agreement with respect thereto that contain terms and conditions (A) not materially less favorable to Purchaser with respect to conditionality to the availability and funding of the Debt Financing

than those in the Debt Commitment Letter and (B) that would not reasonably be expected to prevent or materially delay the Closing. In such event, the term "Debt Financing" as used in this Agreement shall be deemed to include any Alternative Debt Financing, and the term "Debt Commitment Letter" as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter.

(d) Promptly upon request by Seller, Purchaser will reimburse Seller, the Company or any of the CHUHC Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Seller, the Company or any of the CHUHC Subsidiaries in connection with the cooperation of Seller, the Company or any of the CHUHC Subsidiaries contemplated by Section 5.9. Purchaser shall indemnify and hold harmless Seller and its Affiliates and their respective pre-Closing directors, officers and Representatives from and against any and all Losses arising out of or relating to the arrangement of the Debt Financing, any Alternative Debt Financing or any other financing that Purchaser may obtain or seek to obtain in connection with the transactions contemplated by this Agreement (other than any information provided in writing by or on behalf of Seller, the Company, or any of the CHUHC Subsidiaries specifically for use in connection with the Debt Financing), in each case other than to the extent any of the foregoing arises from the fraud, intentional misrepresentation, bad faith, gross negligence or willful misconduct of Seller, the Company or the CHUHC Subsidiaries or their respective Affiliates and Representatives. Until the Closing, Purchaser shall indemnify and hold harmless the Company, the CHUHC Subsidiaries, and their respective pre-Closing directors, officers and Representatives from and against any and all Losses arising out of or relating to the arrangement of the Debt Financing, any Alternative Debt Financing or any other financing that Purchaser may obtain or seek to obtain in connection with the transactions contemplated by this Agreement (other than any information provided in writing by or on behalf of Seller, the Company or the CHUHC Subsidiaries specifically for use in connection with the Debt Financing), in each case other than to the extent any of the foregoing arises from the fraud, intentional misrepresentation, bad faith, gross negligence or willful misconduct of the Company or the CHUHC Subsidiaries or their respective Affiliates and Representatives.

ARTICLE VII
TAXES

7.1 Transaction Tax Consequences.

(a) The parties acknowledge that because, as of the Effective Time, the Company and each CHUHC Subsidiary will be a "disregarded entity" for federal income tax purposes (except for the Illinois Agencies), the acquisition of the Majority Interest by Purchaser from Seller shall be treated for federal income tax purposes by Purchaser and Seller as an asset acquisition, pursuant to which Purchaser shall purchase an undivided 80% interest in each of the assets of the Company (which includes the membership interest in the CHUHC Subsidiaries), with Seller retaining ownership for tax purposes of an undivided 20% interest in each of the assets of the Company. The acquisition of the undivided interest in the assets of the Company and the CHUHC Subsidiaries and the retention by Seller of an undivided interest in such assets

shall be treated as the formation of a partnership by Seller and Purchaser for federal income tax purposes, commencing as of the Effective Time. The parties agree that each Illinois Agency will make an IRC § 754 election with respect to the transactions contemplated by this Agreement and shall cooperate in the taking of any other actions necessary or desirable to permit a tax basis step-up in the assets of the Illinois Agencies in connection with the transactions contemplated by this Agreement.

(b) The parties acknowledge that certain CHUHC Subsidiaries are identified as C corporations for federal tax purposes on Section 3.8 of the Disclosures Schedules (the "C Corporation Subsidiaries"). Seller represents that it has converted each of the C Corporation Subsidiaries to disregarded entities (other than the Illinois Entities which shall first be converted into disregarded entities and then converted into partnerships for federal and state income tax purposes) prior to the Closing or shall do so at least one day prior to the Closing Date.

7.2

Tax Returns; Refunds.

(a) Seller shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all required consolidated, combined, aggregate or unitary income Tax Returns of the Company or any CHUHC Subsidiary, as applicable, with respect to any taxable period (or portion thereof) ending prior to the Effective Time, and shall pay or cause to be paid all Taxes shown as due on such Tax Returns. The Company shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to the Company and the CHUHC Subsidiaries, as applicable, (i) for all taxable periods ending after the Effective Time and (ii) any Straddle Period. All Tax Returns prepared by the Company with respect to the Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Company shall provide Seller, at least 45 calendar days prior to the applicable deadline for filing any such Tax Return, a copy of the Tax Return for Seller’s review and comment. The Company shall consider all reasonable comments provided by Seller to such Tax Returns.

(b) Any Tax refunds that are received by the Company or the CHUHC Subsidiaries, and any amounts credited against Tax to which the Company or any CHUHC Subsidiary becomes entitled, that relate to any Pre-Closing Tax Period shall be for the account of Seller, and the Company shall pay over to Seller any such refund or the amount of any such credit within 10 days after receipt thereof or entitlement thereto.

7.3 Transaction Taxes. Notwithstanding any other provision of this Agreement to the contrary, all transfer, documentary, sales, use, value added, excise, stamp, registration and other such Taxes (including all applicable real estate transfer taxes) imposed by or payable to any jurisdiction or any Governmental Authority arising from the transactions contemplated hereby (collectively, "Transaction Taxes") shall be borne 100% by Seller. All necessary Tax Returns with respect to all such Transaction Taxes shall be filed by Seller, except where Purchaser is required by Law or the administration thereof to collect, report and remit such Transaction Taxes, in which case Seller shall pay all such Transaction Taxes to Purchaser and shall render all requested assistance so that Purchaser can report and remit such Transaction Taxes.

7.4

Cooperation; Records Retention.

(a) Seller, Purchaser and the Company shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including by provision of any required power-of-attorney (or other form of authorization) and maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes.

(b) The Company shall retain all Tax Returns, schedules, and work papers and all material records and other documents relating thereto of the Company or the CHUHC Subsidiaries until the expiration of the later of (i) the seventh anniversary of the Closing Date or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof. Thereafter, the Company shall not destroy or dispose of any such Tax Returns, schedules, work papers or any other material records or other documents relating thereto without giving written notice to Seller of such pending destruction or disposal and offering Seller the right to copy such documents and information. Purchaser shall be entitled to destroy or dispose of any such Tax Returns, schedules, work papers and all material records and other documents relating thereto described in such notice if Seller fails to request copies thereof within 90 days after receipt of the notice described in this Section.

7.5 Straddle Period. For purposes of this Article, in the case of any Straddle Period, the amount of any (i) Taxes based on or measured by income or receipts of the Company and the CHUHC Subsidiaries for the Pre-Closing Tax Period and (ii) all other Taxes that otherwise can be reasonably allocated to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date. The amount of any Taxes of the Company and the CHUHC Subsidiaries for a Straddle Period to be attributed to the Pre-Closing Tax Period that is not susceptible to allocation based on the methodology described in the preceding sentence shall be determined by multiplying the amount of such Tax for the entire taxable period by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

ARTICLE VIII
INDEMNIFICATION

8.1 Survival. The representations and warranties set forth in this Agreement, and the right to assert a claim for indemnification with respect thereto pursuant to this Article shall survive the Closing and shall terminate on the date 24 months after the Closing Date (the "Survival Date") and shall thereafter be of no further force or effect; provided, however, that (a) the representations and warranties set forth in Section ‎3.1 (Organization; Standing; Qualification and Power), Section 3.2 (Subsidiaries), Section 3.3 (Authorization; No Breach; Valid and Binding Agreement), Section 3.4 (Capital Stock), Section 4.1 (Incorporation and Authority of Purchaser and Purchaser’s Parent), Section 4.2 (Authority; Execution and Delivery; Enforceability), and Section 4.3 (No Conflict; Consents) (collectively, the "Fundamental

Representations"), shall survive indefinitely, and (b) Section 3.8 (Tax Matters), shall survive for the full period of all applicable statutes of limitation (given effect to any waiver, mitigation or extension thereof) plus 60 days. The covenants and agreements of the parties set forth in this Agreement shall not survive the Closing except with respect to those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall remain in full force and effect until the date by which such covenant or agreement is required to be performed. The obligations of Purchaser and Purchaser’s Parent to indemnify Seller pursuant to Section 8.2(b) shall survive indefinitely. The obligations of Seller to indemnify Purchaser pursuant to Sections 8.3(b), 8.3(c), 8.3(d), 8.3(e), 8.3(f), 8.3(g), 8.3(h), 8.3(i), 8.3(j), 8.3(k), 8.3(l) 8.3(m), and 8.3(n) shall survive indefinitely. Notwithstanding the foregoing, any specific claims made in good faith and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the specific representation and warranty of the breaching party and such claims shall survive until finally resolved.

8.2 Indemnification by Purchaser and Purchaser's Parent. From and after the Closing, Purchaser and Purchaser's Parent shall, jointly and severally, indemnify Seller and its Affiliates and its and their respective officers, directors, employees, successors and assigns (collectively, the "Seller Indemnified Persons") against, and hold the Seller Indemnified Persons harmless from, all Losses incurred by any of the Seller Indemnified Persons to the extent arising out of:

(a) any inaccuracy in or breach of any of the representations or warranties of Purchaser's Parent or Purchaser contained in this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser or Purchaser’s Parent pursuant to this Agreement.

8.3 Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates (including after the Effective Time, the Company and the CHUHC Subsidiaries) and its and their respective officers, directors, employees, successors and assigns (collectively, the "Purchaser Indemnified Persons") against, and hold the Purchaser Indemnified Persons harmless from, all Losses incurred by any of the Purchaser Indemnified Persons to the extent arising out of:

(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company (prior to the Effective Time) pursuant to this Agreement;

investigations, assessments or offsets, or proceedings conducted by or on behalf of, any Third Party Payor or any Governmental Authority, including but not limited to, the Centers for Medicare & Medicaid Services, the U.S. Department of Health and Human Services, Office of Inspector General, U.S. Department of Justice, Medicare and Medicaid administrative contractors or intermediaries, recovery auditors (formerly, recovery audit contractors), long-term care audits, zone program integrity contractors or specialty medical review contractors, arising out of or with respect to the provision of services or the submission of claims by the Company or any CHUHC Subsidiary with respect to the operation of the Business prior to the Effective Time;

(ii) Actions filed by any Third Party Payor or any Governmental Authority, including without limitation, the Centers for Medicare & Medicaid Services, the U.S. Department of Health and Human Services, Office of Inspector General, U.S. Department of Justice, Medicare and Medicaid administrative contractors or intermediaries, recovery auditors (formerly, recovery audit contractors), long-term care audits, zone program integrity contractors or specialty medical review contractors, or other agencies or persons with respect to health care fraud or False Claims Act Matters, qui tam or whistle blower actions, and relating to the provision of services or the submission of claims by the Company or any CHUHC Subsidiary with respect to the operation of the Business prior to the Effective Time;

(iii) any Health Care Audits by any Governmental Authority or Third Party Payor, or Actions by any Governmental Authority or Third Party Payor, relating to (A) the operation of the Business prior to the Effective Time, (B) the Company's or any CHUHC Subsidiary's participation in any Program, or (C) the Company's or any CHUHC Subsidiary's performance of any Third Party Payor Contact; and

(iv) medical malpractice claims arising out of or relating to the provision of services by the Company or any CHUHC Subsidiary with respect to the operation of the Business prior to the Effective Time;

(d) any Third Party Claim, including without limitation, for personal injury or property damage, based upon, resulting from or arising out of the operation of the Business prior to the Effective Time;

(e) any worker's compensation claims arising out of or relating to the period prior to the Effective Time with respect to Company Employees or other service providers of the Company or any CHUHC Subsidiary;

(f) any Retained Employee Liabilities;

(g) (i) all Taxes (or the non-payment thereof) of the Company and the CHUHC Subsidiaries for the Pre-Closing Tax Periods, provided, for the avoidance of doubt, the employer’s share of all employment, payroll and similar Taxes incurred by the Company and the CHUHC Subsidiaries with respect to any compensatory payments made in connection with the transaction contemplated by this Agreement, whether such Taxes are incurred prior to, at, or following the Effective Time, shall be treated as arising in the Pre-Closing Tax Periods, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company and the CHUHC Subsidiaries (or any predecessor of the Company and the CHUHC

Subsidiaries) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (iii) any and all Taxes of any Person imposed on the Company and the CHUHC Subsidiaries as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Effective Time, and (iv) any Taxes that are the responsibility of Seller;

(h) any Encumbrances on the assets of the Company or the CHUHC Subsidiaries, other than the Permitted Encumbrances;

(i) an Action arising from Hazardous Substances that were present on or at the Owned Real Property at any time on or prior to the Effective Time;

(j) any Liabilities of the Company or CHUHC Subsidiaries as of the Effective Time, or Liabilities with respect to which the assets of any of the Company or CHUHC Subsidiaries are subject to as of the Effective Time, which are not actually included in the computation of Enterprise Value pursuant to Article I, including without limitation, any overpayments that are to be refunded with respect to Cherokee Home Health as a result of an internal compliance review, to the extent not paid prior to Closing and not included as a liability in the computation of Net Working Capital;

(k) any claim by an individual who served as an officer, director, manager, employee, representative or in another agency capacity customarily covered by D&O liability insurance policies asserting a right to indemnification from the Company or a CHUHC Subsidiary under Law, the Company's or any CHUHC's governing documents or by contract and arising out of or relating to the operation of the Business by the Company or a CHUHC Subsidiary prior to the Effective Time;

(l) any of the legal proceedings or other actions or matters identified on Section 3.19(a) of the Disclosure Schedules and any other legal proceedings or other actions or matters of a similar nature arising out of or relating to the operation of the Business by the Company or a CHUHC Subsidiary prior to the Effective Time;

(m) any Liabilities arising out of or relating to the operation of the hospice business by Seller prior to the Effective Time or the ownership of the facility located 000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx; and

(n) all obligations of Xxxxxx Home Care Services, LLC under the Asset Purchase Agreement dated as of February 4, 2016, by and among Xxxxxx Regional Health System, Xxxxxx Regional Physicians Services, Sharon Pennsylvania Holdings, LLC, Sharon Pennsylvania Hospital Company, LLC, Xxxxxx Clinic Company, LLC, Xxxxxx Home Care Services, LLC and CHS/Community Health Systems, Inc.

8.4 Limitations on Indemnification.

(a) Notwithstanding anything to the contrary set forth in this Agreement:

(i) the maximum aggregate amount of indemnifiable Losses that may

be recovered from Seller by the Purchaser Indemnified Persons pursuant to Section 8.3(a) shall be 80% of the Enterprise Value (the "Aggregate Cap"); provided, however, that the Aggregate Cap shall not apply (1) to Losses resulting from the breach of any of the Fundamental Representations, (2) in the case of fraud, or (3) with respect to Losses paid in connection with indemnification claims falling within the scope of Sections 8.3(b), 8.3(c), 8.3(d), 8.3(e), 8.3(f), 8.3(g), 8.3(h), 8.3(i), 8.3(j),8.3(k), 8.3(l), 8.3(m) or 8.3(n);

(ii) Seller shall not be liable to any Purchaser Indemnified Person for any claim for indemnification pursuant to Section 8.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from Seller equals or exceeds $640,000 (the "Deductible"), in which case Seller shall be liable only for the Losses in excess of the Deductible; and (B) the Deductible shall not apply (1) to Losses resulting from the breach of any of the Fundamental Representations, (2) in the case of fraud, or (3) with respect to Losses paid in connection with indemnification claims falling within the scope of Sections 8.3(b), 8.3(c), 8.3(d), 8.3(e), 8.3(f), 8.3(g), 8.3(h), 8.3(i), 8.3(j), 8.3(k), 8.3(l), 8.3(m) or 8.3(n);

(iii) no Purchaser Indemnified Person shall be entitled to indemnification, to xxx for damages or to assert any other right or remedy under this Agreement against Seller or any of Seller’s Affiliates with respect to any Losses, cause of action or other claim to the extent the Purchaser Indemnified Person failed to give timely notice of such Losses, cause of action or claim, to the extent Seller is actually prejudiced thereby;

(iv) no Indemnified Person shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Indemnified Person (or other Purchaser Indemnified Persons in the event of a Purchaser Indemnified Person, or other Seller Indemnified Persons in the event of a Seller Indemnified Person) has already recovered such amount with respect to such matter pursuant to that or other provisions of this Agreement;

(v) no Indemnified Person shall be entitled to recover any Losses to the extent that the Losses comprising a claim (or part thereof) with respect to such matter has been taken into account in the determination of the Net Working Capital; and

(vi) no party shall be liable for any punitive or special damages.

(b) Notwithstanding anything to the contrary in this Agreement, all materiality qualifications (whether by reference to "material," "all material respects," "Material Adverse Change" or "Material Adverse Effect") contained in the representations and warranties set forth in this Agreement shall be disregarded solely for purposes of determining, under this Article VIII, the amount of any Losses arising out of or resulting from a breach of any such representation or warranty; provided that none of such materiality qualifications shall be disregarded for purposes of determining whether any such representation or warranty has been breached. Purchaser acknowledges and agrees that, following the Closing, its sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) relating to this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article. In furtherance

of the foregoing, Purchaser hereby waives on its own behalf and on behalf of the Purchaser Indemnified Persons (including the Company and the CHUHC Subsidiaries following the Closing) to the fullest extent permitted under Law, any and all claims it may have against Seller or any of Seller’s Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any Law or otherwise, except pursuant to the indemnification provisions set forth in this Article. Nothing in this Section shall limit any Person's right to seek and obtain any equitable relief to which any person shall be entitled or to seek any remedy on account of any party's fraudulent, criminal or intentional misconduct.

(c) The indemnification rights of the Seller Indemnified Persons under this Article shall be subject to the same limitations on indemnification applicable to the Purchaser Indemnified Persons under this Article.

8.5 Computation of Indemnity Payments . The amount of any and all Losses shall be determined net of: (i) any amounts actually recovered by Seller Indemnified Persons or Purchaser Indemnified Persons, as applicable, under insurance policies or from other collateral sources (such as contribution agreements or contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Losses; and (ii) any Tax Benefit realized by a Seller Indemnified Person or Purchaser Indemnified Person, as applicable, provided that such Tax Benefit is deductible currently (not a deferred tax benefit) and does not place the applicable Seller Indemnified Person or Purchaser Indemnified Person, in the opinion of such indemnitee’s independent accounting firm, in an uncertain adverse tax position (i.e., doesn't have substantial authority supporting such position or which an indemnitee's accounting firm or tax counsel does not believe satisfies the "more likely than not" standard). If a Seller Indemnified Person or Purchaser Indemnified Person recovers any amount under insurance policies or other collateral sources within two years after an indemnification payment is made to him or it pursuant to this Article, such Person shall promptly pay to the Indemnifying Party that made such indemnification payment the recovered amount; provided that in no event shall the amount of such payment to the Indemnifying Party exceed the amount of such indemnification payment. Any reduction of Losses under this paragraph shall be net of any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that neither party shall have any obligations to seek to recover any insurance proceeds in connection with making a claim under this Article).

8.6

Procedures for Indemnification.

(a) Any Person making a claim for indemnification under this Agreement (an "Indemnified Person") shall notify the party against whom indemnification is sought (an "Indemnifying Party") of the claim in writing (such written notice, an "Indemnification Notice") promptly after receiving notice of any action, lawsuit, proceeding, investigation, demand or other claim against the Indemnified Person by a third party (a "Third Party Claim"). Each such Indemnification Notice shall describe in reasonable detail the applicable Third Party Claim, including the facts giving rise to such claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Indemnifying Party may reasonably request; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations

hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure.

(b) Any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof by appointing a reputable counsel to be the lead counsel in connection with such defense; provided that the Indemnified Person shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose (provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Person and shall not be recoverable from such Indemnifying Party under this Article). Notwithstanding the foregoing, if the Indemnified Person shall have determined in good faith and upon advice of counsel that an actual conflict of interest makes representation of the Indemnifying Party and the Indemnified Person by the same counsel inappropriate, then the Indemnified Person may, upon notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party to the extent the Third Party Claim is indemnifiable hereunder.

(c) Upon assumption of the defense of any such Third Party Claim by the Indemnifying Party, the Indemnified Person will not pay, or permit to be paid, any part of the Third Party Claim, unless the Indemnifying Party consents in writing to such payment. Notwithstanding anything to the contrary herein, the Indemnifying Party shall not compromise or settle, or admit any Liability with respect to, any Third Party Claim without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), unless the relief consists solely of (i) money damages (all of which the Indemnifying Party shall pay), and (ii) includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Person from all Liability with respect thereto; provided, however, that if the Indemnified Person fails to consent to such settlement or compromise and such settlement or compromise does not include injunctive relief, the Liability of the Indemnifying Party with respect to such Third Party Claim under this Agreement shall be limited to the amount that would have otherwise been payable had the Indemnifying Party entered into such settlement or compromise.

(d) Each Indemnified Party shall use commercially reasonable efforts to mitigate and minimize its Losses that are indemnifiable under this Agreement. In all cases, the Indemnified Person shall provide its reasonable cooperation with the Indemnifying Party in defense of claims or litigation relating to Third Party Claims, including by making employees, information and documentation reasonably available. If the Indemnifying Party shall not reasonably promptly assume the defense of any such Third Party Claim, or fails to prosecute or withdraws from the defense of any such Third Party Claim, the Indemnified Person may defend against such matter in a manner consistent with the above provisions regarding conduct of the defense by the Indemnifying Party; provided that the Indemnified Person may not settle any such matter without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

(e) Any Indemnified Person making a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim shall deliver notice of such claim promptly to the Indemnifying Party, describing in reasonable detail the facts giving rise to any claim for indemnification hereunder, the amount or method of computation of the amount of such claim (if

known) and such other information with respect thereto as the Indemnifying Party may reasonably request; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that (and only to the extent that) the Indemnifying Party is materially prejudiced by such failure.

(f) Subject to this Article, after any final decision, judgment or award shall have been rendered by a Governmental Authority with competent jurisdiction (and a resolution of any appeal therefrom and the expiration of the time in which to appeal therefrom), or a settlement shall have been consummated, or the Indemnified Person and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case, with respect to a claim hereunder (i) if the Indemnified Person is a Purchaser Indemnified Person, Seller shall promptly pay to Purchaser (payable by wire transfer of immediately available U.S. funds in accordance with the written payment instructions furnished by Purchaser) any sums due and owing in accordance with this Article, and (ii) if the Indemnified Person is a Seller Indemnified Person, Purchaser or Purchaser's Parent shall pay or cause to be paid all sums due and owing to the Seller Indemnified Person (payable by wire transfer of immediately available U.S. funds in accordance with the written payment instructions furnished by Seller) any sums due and owning in accordance with this Article.

8.7 Characterization of Indemnification Payments. Unless otherwise required by Law, all payments made pursuant to this Article shall be treated for all Tax purposes as adjustments to the purchase consideration paid by Purchaser to Seller for the Majority Interest.

8.8 Effect of Investigation . The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Person's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Person (including by any of its Representatives) or by reason of the fact that the Indemnified Person or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, including as a result of Seller's or the Company's notification of Purchaser of certain matters or updating of the Disclosure Schedules, or by reason of the Indemnified Person's waiver of any closing condition, as the case may be.

8.9 Intentionally Omitted.

8.10 Predecessor Entities. For purposes of the indemnification obligations under this Agreement, (a) references to the "Company," a "CHUHC Subsidiary" and "Purchaser" in Article III, Article IV and Article VIII shall include, as appropriate, any predecessor entities, and (b) Kentucky/West Virginia Agencies and La Porte Agency shall be added to the CHUHC Subsidiaries when such entities are contributed to the Company; provided, however, that the scope of Seller's indemnification obligations shall exclude any Losses arising out of or relating to the Company's management of such agencies after the date of this Agreement.

ARTICLE IX
TERMINATION

9.1 Termination. This Agreement may be terminated and the transactions contemplated by this Agreement abandoned, at any time prior to the Closing:

(a) by the mutual written consent of Seller and Purchaser;

(b) by Purchaser, upon written notice to Seller and the Company, if Seller or the Company breaches or fails to perform in any respect any of its representations, warranties or covenants set forth in this Agreement and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 2.1, (ii) cannot be or has not been cured within 30 days following delivery of written notice of such breach or failure to perform and (iii) has not been waived by Purchaser; provided that the right to terminate this Agreement pursuant to this Section shall not be available to Purchaser if Purchaser is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement;

(c) by Seller, upon written notice to Purchaser, if Purchaser breaches or fails to perform in any respect any of its representations, warranties or covenants set forth in this Agreement and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 2.2, (ii) cannot be or has not been cured within 30 days following delivery of written notice of such breach or failure to perform and (iii) has not been waived by Seller; provided that the right to terminate this Agreement pursuant to this Section shall not be available to Seller if Seller is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement;

(d) by Seller or Purchaser, upon written notice to the other party, if Seller or Purchaser receives notification from any applicable Governmental Authority that it intends not to grant any Required Action;

(e) by Purchaser or by Seller, upon written notice to the other party, if the Closing has not occurred on or prior to the Outside Date; provided that the right to terminate this Agreement under this Section shall not be available to a party if the failure of such party to fulfill any of its obligations under this Agreement is the primary cause of the failure of the Closing to occur on or before such date;

(f) by Seller, upon written notice to Purchaser, if (i) all conditions set forth in Article II have been satisfied (or are capable of being satisfied and would have been satisfied at the Closing were the Closing to occur on the date of such termination) and (ii) Purchaser shall have failed to complete the Closing within 10 Business Days after the date on which the Closing should have occurred pursuant and subject to the provisions of Article II; provided that the right to terminate this Agreement pursuant to this Section shall not be available to Seller if Seller is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; and

(g) by Purchaser, upon written notice to Seller, if (i) all conditions set forth in Article II have been satisfied (or are capable of being satisfied and would have been satisfied at the Closing were the Closing to occur on the date of such termination) and (ii) Purchaser shall have failed to complete the Closing within 10 Business Days after the date on which the Closing should have occurred pursuant and subject to the provisions of Article II; provided that the right to terminate this Agreement pursuant to this Section shall not be available to Purchaser if Purchaser is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.

9.2 Effect of Termination. In the event of termination in accordance with Section 9.1, this Agreement will forthwith become void and there will be no Liability on the part of any party hereto, except (a) for the provisions of this Section, Section 5.4 and Article X, and any corresponding definitions set forth in Article XI, each of which shall survive termination and (b) that nothing herein shall relieve any party from Liability for any Intentional Breach by such party of the terms and provisions hereof prior to such termination, including without limitation, the willful failure of any party to fulfill a condition to the performance of the material obligations of any of the other parties or the willful failure of any party to perform a covenant or agreement hereunder applicable to it.

ARTICLE X
GENERAL PROVISIONS

10.1 Expenses. Except as otherwise set forth herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not the Closing will have occurred.

10.2 Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to Purchaser's Parent, Purchaser or, following the Closing, the Company:

c/o Almost Family, Inc.

0000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000

Xxxxxxxxxx, Xxxxxxxx 00000

Attention: President

with a copy to:

Xxxxx Xxxxx Xxxx LLC

000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxxxx, Xxxxxxxx 00000

Attention: Xxxxx Xxxxxx

if to Seller or, prior to the Closing, the Company, to:

CHS/Community Health Systems, Inc.

0000 Xxxxxxxx Xxxxxxxxx

Xxxxxxxx, Xxxxxxxxx 00000-0000

Attention: Senior Vice President - Development

with a copy to:

CHSPSC, LLC

0000 Xxxxxxxx Xxxxxxxxx

Xxxxxxxx, Xxxxxxxxx 00000-0000

Attention: General Counsel

10.3 Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the Law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.4 Enforcement; Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Delaware State or federal court, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement under any Law to post security as a prerequisite to obtaining equitable relief.

10.5 Entire Agreement. This Agreement and the Confidentiality Agreement (including the Attachments and Schedules hereto and thereto) contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. No party shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or in this Agreement or the Confidentiality Agreement.

10.6 Assignment. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Purchaser, Seller or the Company (including by operation of law in connection with a merger or consolidation of Purchaser) without the prior written consent of the other parties hereto. Any attempted assignment in violation of this Section shall be null and void.

10.7 No Third-Party Beneficiaries. Except as otherwise expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such successors and permitted assigns, any legal or equitable rights under this Agreement. Notwithstanding the foregoing, the Financing Sources shall be express third party beneficiaries of this Section 10.7 and Sections 5.9, 10.8, 10.10, 10.11 and 10.22, each of such Sections shall expressly inure to the benefit of the Financing Sources, and the Financing Sources shall be entitled to rely on and enforce the provisions of such Sections.

10.8 Amendment. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party and otherwise as expressly set forth herein. Notwithstanding anything to the contrary contained herein, this Section 10.8 and Sections 5.9, 10.7, 10.10, 10.11 and 10.22 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources without the prior written consent of the Financing Sources.

10.9 Waiver. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of either party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

10.10 Governing Law; Jurisdiction.

(a) All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the attachments and schedules hereto (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by, and construed in accordance with, the Law of the State of Delaware applicable to agreements executed and performed entirely within such State, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware.

(b) THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY SUIT, ACTION, OR PROCEEDING BROUGHT BY ANY PARTY IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE PERFORMANCE OF THE OBLIGATIONS IMPOSED HEREUNDER SHALL PROPERLY AND EXCLUSIVELY LIE IN ANY FEDERAL OR STATE COURT LOCATED IN

DELAWARE. EACH PARTY ALSO AGREES NOT TO BRING ANY SUIT, ACTION, OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE PERFORMANCE OF THE OBLIGATIONS IMPOSED HEREUNDER IN ANY OTHER COURT. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO ANY SUCH SUIT, ACTION, OR PROCEEDING. THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION, OR PROCEEDING. THE PARTIES FURTHER AGREE THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.

(c) Notwithstanding anything herein to the contrary, each Seller Related Party and Purchaser Related Party (i) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (iii) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 10.2 shall be effective service of process against it for any such action brought in any such court, (iv) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10.11 Waiver of Jury Trial. EACH SELLER RELATED PARTY AND EACH PURCHASER RELATED PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEBT FINANCING OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE.

10.12 Legal Representation. After the Closing, the parties acknowledge that Xxxxx Xxxxx Xxxx LLC will serve as the Company's counsel. In any dispute or proceeding arising under or in connection with this Agreement following the Closing, Purchaser and Purchaser's Parent shall have the right, at its election, to retain Xxxxx Xxxxx Xxxx LLC to represent it in such matter, and the Company and Seller hereby irrevocably waive any conflict associated with such

representation and consents to any such representation in any such matter and the communication by such counsel to Purchaser or Purchaser's Parent in connection with any such representation of any fact known to such counsel arising by reason of such counsel’s representation of the Company.

10.13 Interpretation. The headings set forth in this Agreement, in any Attachment or Disclosure Schedules and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Attachments and Disclosure Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. When a reference is made in this Agreement to a Section, Attachment or Disclosure Schedules, such reference shall be to a Section of, or an Attachment or Disclosure Schedule to, this Agreement unless otherwise indicated.

10.14 No Presumption Against Drafting Party. Purchaser and Seller each acknowledge that they have been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

10.15 Prevailing Party. If there shall occur any dispute or proceeding between the parties relating to this Agreement or the transactions contemplated hereby, the non-prevailing party shall pay all reasonable costs and fees (including reasonable attorneys’ fees and expenses) of the prevailing party.

10.16 Consents, Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this Agreement requires any consent or approval to be given by a party, or whenever a party must or may exercise discretion, the parties agree that such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised.

10.17 Public Announcements. Seller and Purchaser mutually agree that no party hereto shall release, publish, or otherwise make available to the public in any manner whatsoever any information or announcement regarding the transactions herein contemplated without the prior written consent of Seller and Purchaser, except for information and filings reasonably necessary to be directed to Governmental Authorities to fully and lawfully effect the transactions herein contemplated or required in connection with securities and other laws.

10.18 Misdirected Payments, Etc. Seller and Purchaser covenant and agree to remit, with reasonable promptness (within five Business Days after receipt) to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any Governmental Authority or Third Party Payor that payments to the Company or the CHUHC Subsidiaries resulted in an overpayment or other determination that funds previously paid by any program or plan to the Company or the CHUHC Subsidiaries must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Purchaser shall be responsible for repayment of said monies (or defense of

such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closing, the Company or any CHUHC Subsidiary suffers any offsets against reimbursement under any Third Party Payor or reimbursement programs due to the Company or any CHUHC Subsidiary, relating to amounts owing under any such programs by Seller or any of its Affiliates, Seller shall within five Business Days after notice from the Company or any CHUHC Subsidiary pay to the Company or such CHUHC Subsidiary the amounts so billed or offset.

10.19 Access to Records Including as to Recovery and Audit Information. If any entity, Governmental Authority or Person makes a claim, inquiry or request to the Company, any of the CHUHC Subsidiaries or Seller relating to the CHUHC Subsidiaries’ operation of the Business prior to the Effective Time (including but not limited to a notice to the Company, any of the CHUHC Subsidiaries or Seller from a person responsible for retroactive payment denials, including recovery audit contractors) of their intent to review the CHUHC Subsidiaries’ claims with respect to the operation of the Business prior to the Effective Time, or otherwise seeks information pertaining to the CHUHC Subsidiaries, the Company shall: (i) comply with all reasonable requests from such Person in a timely manner, subject to applicable laws and regulations and advice of counsel; (ii) comply with all other applicable laws and regulations; (iii) forward to Seller all communications and/or documents sent to such person or entity or received from such person or entity within five (5) business days of the Company’s or any CHUHC Subsidiary’s delivery or receipt of such communications and/or documents and (iv) provide Seller and its agents and attorneys upon reasonable request with reasonable access to records, information and personnel necessary for any appeal or challenge regarding any such retroactive payment denials (with the understanding that Seller shall be solely responsible for handling any appeals relating to claims arising solely

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EQUITY PURCHASE AGREEMENT BY AND AMONG NATIONAL HEALTH INDUSTRIES, INC., AS PURCHASER, ALMOST FAMILY, INC., AS PURCHASER'S PARENT, chs/community health systems, inc., AS SELLER, AND COMMUNITY HEALTH UNITED HOME CARE, LLC, AS THE COMPANY DATED AS OF...