Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Assets" has the meaning set forth in Section 2.1. "Acquired Business" means the business conducted by Seller as of the date hereof using the Acquired Assets, including, without limitation, the operation of thirty-seven (37) outpatient rehabilitation and behavioral health clinics across seven state

ARTICLE II — PURCHASE AND SALE OF ASSETS

Section 2.1 — Acquired Assets Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser agrees to purchase, acquire, and accept from Seller, and Seller agrees to sell, transfer, assign, convey, and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller's right, title, and interest in and to substantially all of the assets, propertie

Section 2.2 — Excluded Assets Notwithstanding anything in Section 2.1 to the contrary, the Acquired Assets shall not include the following assets (collectively, the "Excluded Assets"): (a) Cash and Cash Equivalents. All cash, cash equivalents, bank accounts, certificates of deposit, money market accounts, and similar liquid investments of Seller, wherever held or maintained; (b) Tax Refunds and Credits. All Tax refun

Section 2.3 — Assumed Liabilities Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume and agree to pay, perform, and discharge when due the following liabilities and obligations of Seller, and only the following liabilities and obligations (collectively, the "Assumed Liabilities"): (a) Trade Payables. All trade accounts payable and accrued expenses of the Acquired B

Section 2.4 — Excluded Liabilities Notwithstanding anything herein to the contrary, Purchaser shall not assume or be responsible for, and Seller shall retain and be solely responsible for, all liabilities and obligations of Seller or relating to the Acquired Business other than the Assumed Liabilities (collectively, the "Excluded Liabilities"), including, without limitation, the following: (a) Pre-Closing Litigation.

Section 2.5 — Consents to Assignment; Non-Assignable Assets (a) Seller and Purchaser acknowledge that twenty-nine (29) of the thirty-seven (37) clinic leases comprising the Leased Real Property contain provisions requiring the consent of the applicable landlord to the assignment of, or in connection with a change of control with respect to, the tenant's interest under such lease. In addition, certain of the Assumed C

Section 3.1 — Purchase Price The aggregate consideration for the purchase and sale of the Acquired Assets (the "Purchase Price") shall consist of: (a) The Base Purchase Price of Six Hundred Twenty Million Dollars ($620,000,000), payable in cash at the Closing, subject to the adjustments set forth in Sections 3.2 and 3.3; (b) The assumption of the Assumed Liabilities by Purchaser; and (c) The Earnout Payments of up to

Section 3.2 — Payment at Closing At the Closing, Purchaser shall pay or cause to be paid the following amounts by wire transfer of immediately available funds to the accounts designated in the funds flow memorandum to be agreed upon by the Parties prior to Closing (substantially in the form attached hereto as Exhibit N): (a) To Seller (or its designees): An amount equal to Five Hundred Fifty-Eight Million Dollars ($5

Section 3.3 — Working Capital Adjustment (a) Estimated Closing NWC. Not later than three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the "Estimated Closing Statement") setting forth Seller's good-faith estimate of the Net Working Capital of the Acquired Business as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (the "Est

Section 3.4 — Earnout (a) General. In addition to the Base Purchase Price, Purchaser shall pay, or cause to be paid, to Seller additional contingent consideration (the "Earnout Payments") based on the financial performance of the Acquired Business during the applicable Earnout Periods, as more particularly set forth in this Section 3.4. (b) Tranche 1 Earnout. (i) Maximum Amount. The maximum earnout payment payable in

Section 3.5 — Escrow (a) At the Closing, Purchaser shall deposit with Commonwealth Trust & Escrow Company, as Escrow Agent, the Escrow Amount of Sixty-Two Million Dollars ($62,000,000), representing ten percent (10%) of the Base Purchase Price, to be held and distributed in accordance with the terms and conditions of the Escrow Agreement. The Escrow Amount shall serve as security for Seller's indemnification obligati

Section 3.6 — Purchase Price Allocation (a) The Purchase Price (including the Assumed Liabilities and any Earnout Payments actually paid or payable) shall be allocated among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. (b) Within ninety (90) days following the final determination of the Purchase Price (including the final Working Capital Adjustme

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Purchaser that, except as set forth in the Disclosure Schedules delivered by Seller to Purchaser concurrently with the execution and delivery of this Agreement (the "Disclosure Schedules"), the statements contained in this Article IV are true and correct as of the date of this Agreement and, except where a representation and warra

Section 4.1 — Organization, Good Standing, and Qualification Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No.: 5487231; EIN: 82-3947561). Seller has full corporate power and authority to own, operate, and lease its properties and to carry on the Acquired Business as currently conducted. Seller is duly qualified or licensed to do

Section 4.2 — Authority; Enforceability Seller has full corporate power and authority to execute, deliver, and perform this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the other Transaction Documents by Seller, and the consummation by Seller of

Section 4.3 — No Conflicts; Consents (a) The execution, delivery, and performance of this Agreement and the other Transaction Documents by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, do not