Common use of Termination Prior to Closing Clause in Contracts

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) at or prior to the Closing by mutual, written consent of Sellers and Buyers; (ii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement as set forth in Section 7; (iii) by Sellers by written notice to Buyers if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation of Sellers to consummate the transactions contemplated by this Agreement as set forth in Section 8; (iv) by Buyers or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing shall not have taken place on or before 5:00 p.m. Central Time on December 29, 2023 (which date may be extended by mutual agreement of Sellers and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers or Buyers pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 hereof.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) at on or prior to the Closing Date by mutual, mutual written consent of Sellers and BuyersBuyer; (ii) on or prior to the Closing Date by Buyers by written notice to Sellers Buyer, if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more of the conditions to the obligations specified in Article 7 of Buyers to consummate the transactions contemplated by this Agreement as set forth in Section 7have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Buyer breaching any representation, warranty, or covenant herein) and shall not have been waived by Buyer; (iii) on or prior to the Closing Date by Sellers by written notice to Buyers if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more of the conditions to the obligation specified in Article 8 of Sellers to consummate the transactions contemplated by this Agreement as set forth in Section 8have not been satisfied and cannot be satisfied prior to or on the Closing Date (unless the failure results primarily from Sellers' breaching any representation, warranty, or covenant herein) and shall not have been waived by Sellers; (iv) by Buyers Buyer or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing Date shall not have taken place on or before 5:00 p.m. Central Time on December 29March 1, 2023 2004 (which date may be extended by mutual written agreement of Sellers Buyer and Buyers) (andSellers, notwithstanding the provisions of Section 2.1 such extension not to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024be unreasonably withheld), provided that the right to terminate pursuant to this subsection or (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers or Buyers Buyer pursuant to Section 12.1 hereof; or . Notwithstanding the foregoing, the parties hereto confirm and agree to extend the termination date set forth in subparagraph (viiiv) by Buyers pursuant above for a period of up to fifteen (15) days in the event any regulatory approval of a Governmental Entity required hereby has not been received as of the anticipated Closing Date set forth in Section 6.3 hereof2.1.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: time upon the occurrence of any one of the following (i) at automatically on the date upon which Buyer advises Seller in writing prior to April 1, 2012 that Buyer is unsatisfied with its due diligence investigation of and with respect to the Hospital Facilities and Purchased Assets, (ii) on or prior to the Closing Date by mutual, written mutual consent of Sellers Seller and Buyers; (ii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement as set forth in Section 7Buyer; (iii) by Sellers by written notice to Buyers if any event occurs on or condition exists which causes Buyers to be unable to satisfy one or more conditions prior to the obligation Closing Date by Buyer, if satisfaction of Sellers any condition to consummate the transactions contemplated by Buyer’s obligations under Section 7 of this Agreement as set forth in Section 8becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any material representation, warranty or covenant herein) and such condition shall not have been waived by Buyer; (iv) on or prior to the Closing Date by Buyers or Sellers Seller, if satisfaction of any federal or state agency, including without limitation, the FTC or the Office condition to Seller’s obligations under Section 8 of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Seller’s breaching any material representation, warranty, or postponedcovenant herein) and such condition shall not have been waived by Seller; (v) by Sellers Buyer if a Material Adverse Effect shall have occurred to Seller prior to Closing which shall not have been remedied or Buyers shall cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (vi) by Buyer or Seller if the Closing Date shall not have taken place on or before 5:00 p.m. Central Time on December 29by July 31, 2023 (which date may be 2012 unless extended by mutual agreement of Sellers Buyer and BuyersSeller, provided, however, that (A) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would Buyer shall only have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that the right to terminate pursuant to this subsection (v) shall Agreement if at such time Buyer is not be available to any party whose in breach or default of any obligation representation, warranty or provision under covenant of Buyer set forth herein and (B) Seller shall only have the right to terminate this Agreement has been the cause ofif at such txxx Xxxxxx is not in breach of any representation, warranty or resulted in, the failure covenant of the Closing to occur by such date; (vi) by either Sellers or Buyers pursuant to Section 12.1 hereofSeller set forth herein; or (vii) by Buyers Buyer pursuant to Section 6.3 Sections 10.14 or 6.2 hereof.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) at on or prior to the Closing Date by mutual, written mutual consent of Sellers Seller and BuyersBuyer; (ii) on the Closing Date by Buyers by written notice Buyer, if satisfaction of any material condition to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the Buyer’s obligations under Section 7 of Buyers to consummate the transactions contemplated by this Agreement as set forth becomes impossible notwithstanding Buyer’s exercise of its due diligence and commercially reasonable efforts (unless the failure results in Section 7whole or in part from Buyer’s breaching any representation, warranty or covenant herein) and such condition shall not have been waived by Seller; (iii) by Sellers by written notice to Buyers if any event occurs on or condition exists which causes Buyers to be unable to satisfy one or more conditions prior to the obligation Closing Date by Seller, if satisfaction of Sellers any material condition to consummate the transactions contemplated by Seller’s obligations under Section 8 of this Agreement as set forth in Section 8becomes impossible with the exercise of its due diligence and commercially reasonable efforts (unless the failure results from Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by Buyer; (iv) by Buyers Buyer if a Material Adverse Effect shall have occurred to the Healthcare Facilities which shall not have been remedied or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention cease to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (orexist, in either case, within ten (10) Business Days after the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) occurrence thereof, or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers Seller if the Closing shall not have taken place on or before 5:00 p.m. Central Time on December 29for any reason other than solely Seller’s failure to perform its material obligations under this Agreement by September 30, 2023 (which date may be 2016 unless extended by mutual agreement of Sellers Buyer and Buyers) Seller in which event Seller shall be entitled to be paid the Escrow Amount (and, notwithstanding it being agreed by the provisions of Section 2.1 parties that it would otherwise be difficult or impossible to the contrary, any determine Seller’s damages in such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024event), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers or Buyers pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 hereof.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) at or prior to the Closing by mutualterminated, written consent of Sellers and Buyers; (ii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement abandoned, at any time before the Closing as set forth follows: (a) by the mutual written consent of Seller and Purchaser; (b) by either Seller or Purchaser if (i) the Sale Motion and Procedures Motion have not been filed within one (1) day following the Effective Date, (ii) the Bid Procedures Order has not been entered in Section 7; the Bankruptcy Case by the date which is twenty (20) days following commencement of the Bankruptcy Case, (iii) the Sale Order has not been entered in the Bankruptcy Case by Sellers by written notice to Buyers if any event occurs the date which is fifty-three (53) days following commencement of the Bankruptcy Case, or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation of Sellers to consummate the transactions contemplated by this Agreement as set forth in Section 8; (iv) by Buyers or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing shall not have taken place on or before 5:00 p.m. Central Time on December 29occurred by the date which is sixty (60) days following commencement of the Bankruptcy Case; provided, 2023 (which date may be extended by mutual agreement of Sellers and Buyers) (andhowever, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that the right to terminate pursuant to this subsection (vAgreement under this Section 7.1(b) shall not be available to any party whose breach or default of failure to fulfill any obligation or provision under this Agreement has shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by prior to such date; (vic) by Purchaser, if (x) any of the representations and warranties of any Seller contained in this Agreement shall fail to be true and correct, or (y) there shall be a breach by any Seller of its covenants or agreements in this Agreement that in either case (i) would result in the failure of a condition set forth in Section 5.1 and (ii) which is 38 not curable or, if curable, is not cured within ten (10) calendar days after written notice thereof is delivered by Purchaser to Seller; provided, that Purchaser may not terminate this Agreement pursuant to this Section 7.1(c) if Purchaser is in material breach of this Agreement; or (d) by Seller, if (x) any of the representations and warranties of Purchaser contained in this Agreement shall fail to be true and correct, or (y) there shall be a breach by Purchaser of its covenants or agreements in this Agreement that in either case (i) would result in the failure of a condition set forth in Section 6 and (ii) which is not curable or, if curable, is not cured within ten (10) calendar days after written notice thereof is delivered by Seller to Purchaser; provided, that Seller may not terminate this Agreement pursuant to this Section 7.1(d) if Seller is in material breach of this Agreement; or (e) by Purchaser (provided that Purchaser is not then in material breach of any provision of this Agreement), if (x) the Bankruptcy Case is dismissed or converted to Chapter 7 of the Bankruptcy Code or a Chapter 11 trustee is appointed for Seller, (y) the Bid Procedures Order or the Sale Order are entered in forms not acceptable to Purchaser, or (z) Seller has not complied with the Bid Procedures Order or the Sale Order; (f) upon the consummation of any Alternative Transaction; (g) [INTENTIONALLY DELETED]; (h) by either Sellers Purchaser or Buyers Seller in the event that Purchaser and Seller are unable to agree in writing upon the form and substance of all Schedules and Exhibits hereto at or before 5:00 p.m., Eastern Time, on August 17, 2015; and in the event that Purchaser and Seller are not able to so agree the Escrow Holder shall return the Initial Deposit (together with all interest accrued thereon) to Purchaser notwithstanding any other provision of this Agreement. It is acknowledged and agreed that each of Purchaser and Seller may withhold its agreement to the Schedules and Exhibits in accordance with this Section 7.1(h) in its sole discretion without providing any reason therefor; (i) by either Purchaser or Seller in the event that the total Cure Costs payable with respect to the assumption and assignment of the Assumed Leases and Assumed Contracts at the Closing exceeds $300,000.00 (the “Overall Cure Cap”); provided, however, (i) any Purchaser Exclusive Costs shall not be taken into account for purposes of determining whether the Overall Cure Cap has been exceeded, and (ii) neither Purchaser nor Seller shall have the right to terminate this Agreement pursuant to this Section 12.1 hereof7.1(i) in the event that the other party hereto agrees in writing to bear the amount of such excess itself and proceeds to pay the amount of such excess at Closing; or (viij) by Buyers pursuant to Seller, if the condition set forth in Section 6.3 hereof.6.6 is not satisfied as of the Closing Date. 39 7.2

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) at or prior to the Closing by mutualterminated, written consent of Sellers and Buyers; (ii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement as set forth abandoned, upon notice by the terminating Party to the other Parties: (i) at any time before the Closing, by mutual written consent of Buyer and Seller; (ii) by Buyer in accordance with Section 710.6; (iii) at any time before the Closing, by Sellers Buyer on the one hand, or by Seller on the other hand, in the event of a material breach of this Agreement (other than under Article 3 or Article 4, as applicable) by the non-terminating party which includes the failure of a Party to satisfy its obligations on the Closing Date after all conditions precedent to such Party’s obligations hereunder have been satisfied and which material breach has not been cured by the non-terminating party to the reasonable satisfaction of the terminating party within 15 Business Days after service by the terminating party upon the non-terminating party of a written notice which describes the nature of such breach; (iv) at any time before the Closing, by Buyer in the event of a breach of this Agreement by Seller under Article 3 (disregarding all qualifiers and exceptions relating to Buyers materiality or Material Adverse Effect, but taking into consideration all matters described in the Schedules as of the Effective Date), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, (B) an adverse effect on EBITDA of the Hospital Businesses of at least $10,000,000 on an annualized basis or (C) a breach of the Principal Credit Agreement (assuming that Buyer had consummated the transactions described herein and the underlying facts and circumstances causing Seller’s breach of this Agreement would constitute a breach under the Principal Credit Agreement), which breach has not been cured (if such breach is susceptible of cure) by Seller to the reasonable satisfaction of Buyer within 15 Business Days after service by Buyer upon Seller of a written notice which describes the nature of such breach; (v) at any time before the Closing, by Seller in the event occurs of a breach of this Agreement by Buyer under Article 4 (disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, or (B) an adverse effect on EBITDA of Vanguard and its consolidated subsidiaries of at least $10,000,000 on an annualized basis, and which breach has not been cured by Buyer to the reasonable satisfaction of Seller within 15 Business Days after service by Seller upon Buyer of a written notice which describes the nature of such breach; (vi) if the satisfaction of any condition exists which causes Buyers to such Party’s obligations under this Agreement becomes impossible or impracticable with the use of Commercially Reasonable Efforts and the failure of such condition to be unable to satisfy one or more conditions to satisfied is not caused by a breach by the obligation of Sellers to consummate terminating Party; (vii) at any time after November 1, 2010, by Seller if the transactions contemplated by this Agreement as set forth in Section 8have not been consummated on or before such date and such failure to consummate is not caused by a breach of this Agreement by Seller; (ivviii) at any time after November 1, 2010, by Buyers or Sellers Buyer if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing shall have not have taken place been consummated on or before 5:00 p.m. Central Time on December 29, 2023 (which such date may be extended and such failure to consummate is not caused by mutual agreement a breach of Sellers and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers or Buyers pursuant to Section 12.1 hereofBuyer; or (viiix) at any time by Buyers Buyer upon written notice to Seller, accompanied by payment to Seller of the termination fee described in Section10.7(a). In the event that any applicable cure period for a Party provided by or permitted in this Section 10.5(a) extends beyond November 1, 2010, neither Seller nor Buyer may terminate this Agreement pursuant to Section 6.3 hereofSections 10.5(a)(vii) or (viii) until after the expiration of such cure period without cure by the appropriate Party.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) at on or prior to the Closing Date by mutual, written mutual consent of Sellers Seller and BuyersBuyer; (ii) by Buyers by written notice to Sellers Buyer if any event occurs of the conditions in Section 7 have not been satisfied as of the Closing Date or if satisfaction of any condition exists which causes Sellers to be unable in Section 7 is or becomes impossible and Buyer has not waived such condition in writing on or before the Closing Date (provided that the failure to satisfy one the applicable condition or more conditions has occurred by reason other than (a) through the failure of Buyer to the comply with its obligations of Buyers to consummate the transactions contemplated by under this Agreement as set forth in Section 7or (b) Seller's failure to provide its closing deliveries on the Closing Date is a result of Buyer not being ready, willing and able to close the transaction on the Closing Date); (iii) by Sellers by written notice to Buyers Seller if any event occurs of the conditions in Section 8 have not been satisfied as of the Closing Date or if satisfaction of any such condition exists which causes Buyers to be unable in Section 8 is or becomes impossible and Seller has not waived such condition in writing on or before the Closing Date (provided that the failure to satisfy one the applicable condition or more conditions has occurred by reason other than (a) through the failure of Seller to the obligation of Sellers to consummate the transactions contemplated by comply with its obligations under this Agreement as set forth in Section 8or (b) Buyer's failure to provide its closing deliveries on the Closing Date is a result of Seller not being ready, willing and able to close the transaction on the Closing Date); (iv) by Buyers Buyer or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers Seller if the Closing Date shall not have taken place on or before 5:00 p.m. Central Time on December 29by August 31, 2023 2004 (which date may be extended to September 30, 2004 by mutual agreement of Sellers Buyer and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided Seller if they believe that the right to terminate pursuant to this subsection Closing is imminent); or (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers Seller or Buyers Buyer pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 hereof12.1.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) at on or prior to the Closing Date by mutual, written mutual consent of Sellers Seller and BuyersBuyer; (ii) by Buyers by written notice to Sellers if any event occurs on or condition exists which causes Sellers to be unable to satisfy one or more conditions prior to the Closing Date by Buyer, if satisfaction of any condition to Buyer’s obligations under Section 7 of Buyers to consummate the transactions contemplated by this Agreement as set forth in Section 7becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Buyer’s breaching any representation, warranty or covenant herein) and such condition shall not have been waived by Seller; (iii) by Sellers by written notice to Buyers if any event occurs on or condition exists which causes Buyers to be unable to satisfy one or more conditions prior to the obligation Closing Date by Seller, if satisfaction of Sellers any condition to consummate the transactions contemplated by Seller’s obligations under Section 8 of this Agreement as set forth in Section 8becomes impossible with the use of commercially reasonable efforts (unless the failure results primarily from Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by Buyer; (iv) by Buyers Buyer if a Material Adverse Effect shall have occurred to Seller which shall not have been remedied or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention cease to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (orexist, in either case, within ten (10) Business Days after the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requestedoccurrence thereof, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers Buyer or Buyers Seller if the Closing Date shall not have taken place on or before 5:00 p.m. Central Time on by December 2931, 2023 (which date may be 2014 unless extended by mutual agreement of Sellers Buyer and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach Seller; or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers or Buyers Buyer pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 hereof.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned: at any time: (i) at or prior to time before the Closing Closing, by mutual, mutual written consent of Sellers and Buyersthe Parties; (ii) at any time before the Closing, by Buyers by Seller or Purchaser upon written notice to Sellers if the other Party, in the event that any event occurs final and non-appealable Law becomes effective which restrains, enjoins or condition exists which causes Sellers to be unable to satisfy one otherwise prohibits or more conditions to makes illegal the obligations completion of Buyers to consummate the transactions contemplated by this Agreement as or the Ancillary Agreements; at any time before the Closing, by Purchaser upon written notice to Seller, if: (a) there has been a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Seller to satisfy, any condition set forth in Section 7VI.1, and such breach has not been cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than thirty (30) days; (ii) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (iii) Seller timely pays to Purchaser all liquidated damages in accordance with Section 6.3; (b) a Disclosure Schedule Update is delivered to Purchaser that discloses a Seller Material Adverse Effect has occurred, which Seller Material Adverse Effect (i) was not caused by Sellers a breach by Purchaser of any provision of this Agreement or any Ancillary Agreement to which it is a party and (ii) has not been cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s delivery to Purchaser of such Disclosure Schedule Update, provided that such 30-day period shall be extended if: (x) such Seller Material Adverse Effect is reasonably capable of cure and curing such Seller Material Adverse Effect reasonably requires more than thirty (30) days; (y) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (z) Seller timely pays to Purchaser all liquidated damages in accordance with Section 6.3; or (c) there has been a breach by Seller or Pledgor of any representation, warranty, covenant or agreement contained in any Purchaser Security Agreement to which it is a party, and such breach has not been cured to Purchaser’s reasonable satisfaction within five (5) Business Days following Seller’s receipt of written notice of such breach, provided that such 5-Business Day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than five (5) Business Days; and (ii) Seller commences such cure within such 5-Business Day period and diligently prosecutes and completes such cure within an additional five (5) Business Days; at any time before the Closing, by Seller upon written notice to Buyers if Purchaser, if: (a) there has been a breach by Purchaser of any event occurs representation, warranty, covenant or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation of Sellers to consummate the transactions contemplated by agreement contained in this Agreement as or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Purchaser to satisfy, any condition set forth in Section 8VI.2, and such breach has not been cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than thirty (30) days; and (ivii) Purchaser commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; or (b) a Purchaser Material Adverse Effect has occurred, which Purchaser Material Adverse Effect: (i) was not caused by a breach by Seller of any provision of this Agreement or any Ancillary Agreement to which it is a party; and (ii) cannot be cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s notification to Seller thereof, provided that such thirty 30-day period shall be extended if: (x) such Purchaser Material Adverse Effect is reasonably capable of cure and curing such Purchaser Material Adverse Effect reasonably requires more than thirty (30) days; and (y) Purchaser commences such cure within such thirty 30-day period and diligently prosecutes and completes such cure before the Outside Date; at any time following [__________]46 (the “Outside Date”), (a) by Buyers or Sellers if any federal or state agencyPurchaser upon written notice to Seller, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing shall not have taken place occurred on or before 5:00 p.m. Central Time such date and such failure to complete the Closing is not caused by a breach by Purchaser of this Agreement or any Ancillary Agreement to which it is a party, and (b) by Seller upon written notice to Purchaser if the Closing shall not have occurred on December 29or before such date and such failure to complete the Closing is not caused by a breach by Seller of this Agreement or any Ancillary Agreement to which it is a party; by Purchaser, 2023 (which date may be extended a) if Purchaser has not received from Seller by mutual agreement of Sellers and Buyers) [__________]47 (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024“Reports Cut-Off Date”), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure all of the Closing Reports, in form and substance reasonably acceptable to occur by such datePurchaser and which, in any event, individually or in the aggregate, do not disclose any event, result, occurrence, development, fact, change or effect of whatever nature or kind that has or would reasonably be expected to have a Seller Material Adverse Effect; or (vib) by either Sellers or Buyers if Seller has redelivered a Report to Purchaser pursuant to Section 12.1 hereof; V.15.2 which Purchaser, in the exercise of Purchaser’s reasonable discretion, has determined has or (vii) by Buyers pursuant would reasonably be expected to Section 6.3 hereofhave a Seller Material Adverse Effect.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) at on or prior to the Closing Date by mutual, written mutual consent of Sellers Seller and BuyersBuyer; (ii) on the Closing Date by Buyers by written notice Buyer, if satisfaction of any material condition to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the Buyer’s obligations under Section 7 of Buyers to consummate the transactions contemplated by this Agreement as set forth have not been satisfied (unless the failure results from Buyer’s breaching any material representation or covenant herein) and such condition shall not have been cured in Section 7material respects by Seller or waived by Buyer; (iii) on the Closing Date by Sellers by written notice Seller, if satisfaction of any condition to Buyers if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation Seller’s obligations under Section 8 of Sellers to consummate the transactions contemplated by this Agreement as set forth have not been satisfied (unless the failure results directly and primarily from Seller’s materially breaching its representations or covenants herein) and such breach shall not have been cured in Section 8material respects by Seller or waived by Buyer; (iv) by Buyers Buyer if a Material Adverse Effect shall have occurred to Trace Regional which shall not have been substantially remedied or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention cease to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (orexist, in either case, within ten (10) Business Days after the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponedoccurrence thereof; (v) by Sellers Buyer or Buyers Seller if the Closing Date shall not have taken place on or before 5:00 p.m. Central Time on December 29by February 5, 2023 (which date may be 2024 unless extended by mutual agreement of Sellers Buyer and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024)Seller, provided that the right to terminate pursuant to this subsection subsection; (vvi) shall not be available to any party whose breach or default of failure to fulfill any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (vivii) by either Sellers or Buyers Buyer pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 hereof.

Termination Prior to Closing. (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) at or prior to the Closing by mutualterminated, written consent of Sellers and Buyers; (ii) by Buyers by written notice to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers to consummate the transactions contemplated by this Agreement as set forth abandoned, upon notice by the terminating Party to the other Parties: (i) at any time before the Closing, by mutual written consent of Buyer and Seller; (ii) by Buyer in accordance with Section 710.6; (iii) at any time before the Closing, by Sellers Buyer on the one hand, or by Seller on the other hand, in the event of a material breach of this Agreement (other than under Article 3 or Article 4, as applicable) by the non-terminating party which includes the failure of a Party to satisfy its obligations on the Closing Date after all conditions precedent to such Party’s obligations hereunder have been satisfied and which material breach has not been cured by the non-terminating party to the reasonable satisfaction of the terminating party within 15 Business Days after service by the terminating party upon the non-terminating party of a written notice which describes the nature of such breach; (iv) at any time before the Closing, by Buyer in the event of a breach of this Agreement by Seller under Article 3 (disregarding all qualifiers and exceptions relating to Buyers materiality or Material Adverse Effect, but taking into consideration the financial impact of the Settlement Agreement, the Settlement Agreement Disclosures, the Settlement Payment and all matters described in the Schedules as of the Effective Date), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, (B) an adverse effect on EBITDA of the Hospital Businesses of at least $10,000,000 on an annualized basis or (C) a breach of the Principal Credit Agreement (assuming that Buyer had consummated the transactions described herein and the underlying facts and circumstances causing Seller’s breach of this Agreement would constitute a breach under the Principal Credit Agreement), which breach has not been cured (if such breach is susceptible of cure) by Seller to the reasonable satisfaction of Buyer within 15 Business Days after service by Buyer upon Seller of a written notice which describes the nature of such breach; (v) at any time before the Closing, by Seller in the event occurs of a breach of this Agreement by Buyer under Article 4 (disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect), which breach results in, or could reasonably be expected to result in, individually or in the aggregate (A) Losses of $25,000,000 or more, or (B) an adverse effect on EBITDA of Vanguard and its consolidated subsidiaries of at least $10,000,000 on an annualized basis, and which breach has not been cured by Buyer to the reasonable satisfaction of Seller within 15 Business Days after service by Seller upon Buyer of a written notice which describes the nature of such breach; (vi) if the satisfaction of any condition exists which causes Buyers to such Party’s obligations under this Agreement becomes impossible or impracticable with the use of Commercially Reasonable Efforts and the failure of such condition to be unable to satisfy one or more conditions to satisfied is not caused by a breach by the obligation of Sellers to consummate terminating Party; (vii) at any time after December 31, 2010, by Seller if the transactions contemplated by this Agreement as set forth in Section 8have not been consummated on or before such date and such failure to consummate is not caused by a breach of this Agreement by Seller; (ivviii) at any time after December 31, 2010, by Buyers or Sellers Buyer if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing shall have not have taken place been consummated on or before 5:00 p.m. Central Time on December 29, 2023 (which such date may be extended and such failure to consummate is not caused by mutual agreement a breach of Sellers and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (vi) by either Sellers or Buyers pursuant to Section 12.1 hereofBuyer; or (viiix) at any time by Buyers Buyer upon written notice to Seller, accompanied by payment to Seller of the termination fee described in Section 10.7(a). In the event that any applicable cure period for a Party provided by or permitted in this Section 10.5(a) extends beyond December 31, 2010, neither Seller nor Buyer may terminate this Agreement pursuant to Section 6.3 hereofSections 10.5(a)(vii) or (viii) until after the expiration of such cure period without cure by the appropriate Party.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) at on or prior to the Closing Date by mutual, written mutual consent of Sellers Seller and BuyersBuyer; (ii) on the Closing Date by Buyers by written notice Buyer, if satisfaction of any condition to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the Buyer’s obligations under Section 7 of Buyers to consummate the transactions contemplated by this Agreement as set forth in Section 7have not been satisfied (unless the failure results directly and primarily from Buyer’s breaching any material representation or covenant herein) and such condition shall not have been waived by Buyer; (iii) on the Closing Date by Sellers by written notice Seller, if satisfaction of any condition to Buyers if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation Seller’s obligations under Section 8 of Sellers to consummate the transactions contemplated by this Agreement as set forth in Section 8have not been satisfied (unless the failure results directly and primarily from Seller’s breaching any material representation or covenant herein) and such condition shall not have been waived by Seller; (iv) by Buyers or Sellers Seller if any federal or state agencyBuyer shall have advised Seller in writing by November 30, including without limitation2023 that Buyer has completed its due diligence investigation of Southern on a basis unsatisfactory to Buyer, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers Buyer if a Material Adverse Effect shall have occurred to Southern which shall not have been remedied or Buyers cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, (vi) by Buyer or Seller if the Closing Date shall not have taken place on or before 5:00 p.m. Central Time on by December 2931, 2023 (which date may be unless extended by mutual agreement of Sellers Buyer and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024)Seller, provided that the right to terminate pursuant to this subsection (vvi) shall not be available to any party whose breach or default of failure to fulfill any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (vivii) by either Sellers or Buyers Buyer pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 hereof.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any timetime upon the occurrence of any one of the following: (i) at on or prior to the Closing Date by mutual, written mutual consent of Sellers Seller and BuyersBuyer; (ii) on the Closing Date by Buyers by written notice Buyer, if satisfaction of any condition to Sellers if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the Buyer’s obligations under Section 7 of Buyers to consummate the transactions contemplated by this Agreement as set forth have not been satisfied (unless the failure results from Buyer’s breaching any material representation or covenant herein) and such condition shall not have been cured in Section 7material respects by Seller or waived by Buyer; (iii) on the Closing Date by Sellers by written notice Seller, if satisfaction of condition to Buyers if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation Seller’s obligations under Section 8 of Sellers to consummate the transactions contemplated by this Agreement as set forth have not been satisfied (unless the failure results directly and primarily from Seller’s materially breaching its representations or covenants herein) and such breach shall not have been cured in Section 8material respects by Seller or waived by Buyer; (iv) by Buyers Buyer or Sellers if any federal or state agency, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers Seller if the Closing Date shall not have taken place on or before 5:00 p.m. Central Time on December 29by August 7, 2023 (which date may be 2024 unless extended by mutual agreement of Sellers Buyer and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024)Seller, provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of failure to fulfill any obligation or provision under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; or (vi) by either Sellers or Buyers Buyer pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 10.1 hereof.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) at on or prior to the Closing Date by mutual, written mutual consent of Sellers Buyer and BuyersSeller; (ii) on the Closing Date by Buyers by written notice to Sellers Buyer if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more of the conditions to the obligations specified in Article VII of Buyers to consummate the transactions contemplated by this Agreement as set forth in Section 7have not been satisfied and satisfaction of such condition shall not have been waived by Buyer; (iii) on the Closing Date by Sellers by written notice to Buyers Seller if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more of the conditions to the obligation specified in Article VIII of Sellers to consummate the transactions contemplated by this Agreement as set forth in Section 8have not been satisfied and satisfaction of such condition shall not have been waived by Seller; (iv) on the Closing Date by Buyers Seller if the LLC has materially breached its obligation under Section 6.18 hereof; provided, however, that Seller shall have provided Buyer with a written notice describing the material breach in reasonable detail and such material breach shall have remained uncured for a period of twenty (20) days after Buyer’s receipt of such written notice (and if such twenty (20) day cure period extends beyond the Closing Date as specified in Section 2.1 hereof or Sellers if any federal or state agencyOctober 31, including without limitation2011, the FTC or Closing Date, and, if applicable, the Office of date specified in Section 6.16(v) hereof, shall be extended to the Attorney General of date the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting cure period (or, in the event of a mutually agreed upon “withdraw expires); and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers Buyer or Buyers Seller if the Closing shall not have taken place on or before 5:00 11:59 p.m. Central Time on December 29October 31, 2023 2011 (which date may be extended by mutual agreement of Sellers Buyer and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024Seller), provided that unless the right Party desiring to terminate as above provided is in default hereunder. If this Agreement is validly terminated pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under Section 6.16, this Agreement has been (other than Section 10.2 and 10.14) will immediately become null and void, and there will be no liability or obligation on the cause of, or resulted in, the failure part of the Closing Parties hereto (or any of their respective officers, directors, managers, members partners, employees, agents or other representatives or affiliates); provided, however, that if this Agreement is terminated due to occur by the breach of one of the Parties to this Agreement then such date; (vi) by either Sellers breaching party shall remain liable to the non-breaching Party for such breach existing at the time of such termination and such non-breaching Party may seek any remedies, including damages and attorneys fees, against the breaching Party with respect to such breach as are provided in this Agreement or Buyers pursuant to Section 12.1 hereof; as are otherwise available at law or (vii) by Buyers pursuant to Section 6.3 hereofin equity.

Termination Prior to Closing. Notwithstanding anything herein to This Agreement and the contrary, transactions contemplated by this Agreement may be terminated at any timetime before the Closing as follows and in no other manner: (a) by mutual consent in writing by Buyer and Seller; (c) by Buyer, if Buyer is not in material breach of its obligations under this Agreement, at any time after November 30, 2005, if the Closing shall not have occurred by such date; (d) by Seller, if Seller is not in material breach of its obligations under this Agreement, at any time after (i) at or prior to November 30, 2005, if the Closing shall not have occurred by mutual, written consent such date notwithstanding the satisfaction of Sellers and Buyers; all conditions in Section 7.1 or (ii) February 1, 2006 without regard to whether the conditions in Section 7.1 have been satisfied; (e) by Buyers Buyer by written notice to Sellers Seller if any event occurs or condition exists which causes Sellers to be unable to satisfy one or more conditions to the obligations of Buyers Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 77.1 herein have not been satisfied; (iiif) by Sellers Seller by written notice to Buyers Buyer if any event occurs or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation obligations of Sellers Seller to consummate the transactions contemplated by this Agreement as set forth in Section 87.2 herein have not been satisfied; (ivg) by Buyers or Sellers Buyer if any federal or state agency, including without limitation, the FTC or the Office material amount of the Attorney General Purchased Assets, taken as a whole, are materially damaged, destroyed or condemned; or (h) by Buyer or Seller if (1) the representations and warranties of the State other party set forth in Section 4 or 5, as the case may be, shall not be true and correct in all material respects; or (2) the other party materially breaches any material covenant or obligation it was to perform or comply with prior to the Closing. For purposes of Floridaclarification, states an intention to continue or continues to investigate the transactions contemplated by Seller shall be in material breach of its obligations under this agreement beyond the expiration Agreement if, after approval of the HSR Act’s initial thirty (30)-day waiting period (orSale Order by the Bankruptcy Court, Seller solicits, accepts or negotiates for any offers to purchase any of the Purchased Assets. Any termination of this Agreement pursuant to this Section 10.1 shall be without liability to the terminating party, subject to the right of any non-breaching party to pursue damages for any breach of this Agreement by the other party, and in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing shall not have taken place on or before 5:00 p.m. Central Time on December 29, 2023 (which date may be extended by mutual agreement of Sellers and Buyers) (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted inis terminated, the failure of the Closing Deposit and all interest thereon shall be returned to occur by such date; (vi) by either Sellers Buyer immediately and without counterclaim or Buyers pursuant to Section 12.1 hereof; or (vii) by Buyers pursuant to Section 6.3 hereofoffset.

Termination Prior to Closing. Notwithstanding anything herein to the contrary, this This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned: at any time: (i) at or prior to time before the Closing Closing, by mutual, mutual written consent of Sellers and Buyersthe Parties; (ii) at any time before the Closing, by Buyers by Seller or Purchaser upon written notice to Sellers if the other Party, in the event that any event occurs final and non-appealable Law becomes effective which restrains, enjoins or condition exists which causes Sellers to be unable to satisfy one otherwise prohibits or more conditions to makes illegal the obligations completion of Buyers to consummate the transactions contemplated by this Agreement as or the Ancillary Agreements; at any time before the Closing, by Purchaser upon written notice to Seller, if: (a) there has been a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Seller to satisfy, any condition set forth in Section 76.1, and such breach has not been cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than thirty (30) days; (ii) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (iii) Seller timely pays to Purchaser all liquidated damages in accordance with Section 6.3; (b) a Disclosure Schedule Update is delivered to Purchaser that discloses a Seller Material Adverse Effect has occurred, which Seller Material Adverse Effect (i) was not caused by Sellers a breach by Purchaser of any provision of this Agreement or any Ancillary Agreement to which it is a party and (ii) has not been cured to Purchaser’s reasonable satisfaction within thirty (30) days following Seller’s delivery to Purchaser of such Disclosure Schedule Update, provided that such 30-day period shall be extended if: (x) such Seller Material Adverse Effect is reasonably capable of cure and curing such Seller Material Adverse Effect reasonably requires more than thirty (30) days; (y) Seller commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; and (z) Seller timely pays to Purchaser all liquidated damages in accordance with Section 6.3; or (c) there has been a breach by Seller or Pledgor of any representation, warranty, covenant or agreement contained in any Purchaser Security Agreement to which it is a party, and such breach has not been cured to Purchaser’s reasonable satisfaction within five (5) Business Days following Seller’s receipt of written notice of such breach, provided that such 5-Business Day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than five (5) Business Days; and (ii) Seller commences such cure within such 5-Business Day period and diligently prosecutes and completes such cure within an additional five (5) Business Days; at any time before the Closing, by Seller upon written notice to Buyers if Purchaser, if: (a) there has been a breach by Purchaser of any event occurs representation, warranty, covenant or condition exists which causes Buyers to be unable to satisfy one or more conditions to the obligation of Sellers to consummate the transactions contemplated by agreement contained in this Agreement as or any Ancillary Agreement to which it is a party which would result in a failure of, or inability of Purchaser to satisfy, any condition set forth in Section 86.2, and such breach has not been cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s receipt of written notice of such breach, provided that such 30-day period shall be extended if: (i) such breach is reasonably capable of cure and curing such breach reasonably requires more than thirty (30) days; and (ivii) Purchaser commences such cure within such 30-day period and diligently prosecutes and completes such cure before the Outside Date; or (b) a Purchaser Material Adverse Effect has occurred, which Purchaser Material Adverse Effect: (i) was not caused by a breach by Seller of any provision of this Agreement or any Ancillary Agreement to which it is a party; and (ii) cannot be cured to Seller’s reasonable satisfaction within thirty (30) days following Purchaser’s notification to Seller thereof, provided that such thirty 30-day period shall be extended if: (x) such Purchaser Material Adverse Effect is reasonably capable of cure and curing such Purchaser Material Adverse Effect reasonably requires more than thirty (30) days; and (y) Purchaser commences such cure within such thirty 30-day period and diligently prosecutes and completes such cure before the Outside Date; at any time following [__________]46 (the “Outside Date”), (a) by Buyers or Sellers if any federal or state agencyPurchaser upon written notice to Seller, including without limitation, the FTC or the Office of the Attorney General of the State of Florida, states an intention to continue or continues to investigate the transactions contemplated by this agreement beyond the expiration of the HSR Act’s initial thirty (30)-day waiting period (or, in the event of a mutually agreed upon “withdraw and refile,” beyond the expiration of the second thirty (30)-day waiting period triggered by such refiling) or has requested, orally or in writing, that the transactions contemplated by this Agreement be delayed or postponed; (v) by Sellers or Buyers if the Closing shall not have taken place occurred on or before 5:00 p.m. Central Time such date and such failure to complete the Closing is not caused by a breach by Purchaser of this Agreement or any Ancillary Agreement to which it is a party, and (b) by Seller upon written notice to Purchaser if the Closing shall not have occurred on December 29or before such date and such failure to complete the Closing is not caused by a breach by Seller of this Agreement or any Ancillary Agreement to which it is a party; by Purchaser, 2023 (which date may be extended a) if Purchaser has not received from Seller by mutual agreement of Sellers and Buyers) [__________]47 (and, notwithstanding the provisions of Section 2.1 to the contrary, any such Closing that occurs on December 29, 2023 would have an Effective Time of 12:00:01 a.m. on January 1, 2024“Reports Cut-Off Date”), provided that the right to terminate pursuant to this subsection (v) shall not be available to any party whose breach or default of any obligation or provision under this Agreement has been the cause of, or resulted in, the failure all of the Closing Reports, in form and substance reasonably acceptable to occur by such datePurchaser and which, in any event, individually or in the aggregate, do not disclose any event, result, occurrence, development, fact, change or effect of whatever nature or kind that has or would reasonably be expected to have a Seller Material Adverse Effect; or (vib) by either Sellers or Buyers if Seller has redelivered a Report to Purchaser pursuant to Section 12.1 hereof; 5.15.2 which Purchaser, in the exercise of Purchaser’s reasonable discretion, has determined has or (vii) by Buyers pursuant would reasonably be expected to Section 6.3 hereofhave a Seller Material Adverse Effect.