Contract analysis

Section 1445 of the Internal Revenue Code of 1986, as amended (the "IRC"), provides that a transferee (buyer) of a United States real property interest must withhold tax if the transferor (seller) is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a United States real property interest by the transferor, the following certification is made pursuant to the aut

Section 1: Certification of Non-Foreign Status The undersigned, acting in a duly authorized capacity on behalf of Cardinal Peak Industries, Inc. (the "Seller"), hereby certifies to Ardent Healthcare Acquisition Corp. (the "Purchaser") as follows: 1.1 Name of Transferor. The transferor of the property described in, and to be conveyed pursuant to, the Agreement is Cardinal Peak Industries, Inc., a corporation duly orga

Section 2: Agreement to Notify; Continuing Obligations The Seller understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service by the Purchaser, and the Seller consents to such disclosure to the extent required or permitted by applicable law, including IRC Section 1445 and the Treasury Regulations promulgated thereunder. The Seller agrees that if, at any time prior to the Closin

Section 3: Penalty of Perjury Statement The undersigned hereby certifies, under penalty of perjury, that all of the statements contained in this Certificate are true, correct, and complete in all respects as of the date hereof. The undersigned understands that this Certificate is made under penalty of perjury within the meaning of IRC Section 6065 and that any false statement contained herein could subject the Seller

Section 4: Reliance This Certificate is made for the sole and exclusive benefit of Ardent Healthcare Acquisition Corp. and its successors and permitted assigns, and may be relied upon by the Purchaser and its legal counsel, Calderwood & Harkness LLP, solely for purposes of determining whether withholding is required under IRC Section 1445 in connection with the consummation of the transactions contemplated by the Agr