Note to ▇▇▇▇▇▇▇ Clause Samples

Note to ▇▇▇▇▇▇▇. Discuss relevance. There are two possible approaches here:

Note to ▇▇▇▇▇▇▇. Discuss whether we will want to retain any employees at the Facilities or who primarily provide services to the Facilities.]

Note to ▇▇▇▇▇▇▇. Discuss knowledge parties to propose. The final APA for the HCA sale included the individuals listed above, plus the following: the regional Ethics and Compliance Officer with oversight over the Hospitals, and each Hospital’s Chief Executive Officer, Chief Financial Officer and Chief Nursing Officer (or, in the case any Hospital does not have an individual with such title, the applicable individual with similar responsibilities as an individual holding such title would have).]

Note to ▇▇▇▇▇▇▇. Discuss scope of definition, which is used for the non-compete.]

Note to ▇▇▇▇▇▇▇. What is the reason that mandatory advancement of expenses is not provided to officers as it is to directors?

Note to ▇▇▇▇▇▇▇. Discuss.]

Note to ▇▇▇▇▇▇▇. Discuss whether to include any auto-extensions if there is a second request.] provided, that neither Buyer nor Seller Representative will be entitled to terminate this Agreement pursuant to this Section 12.1(b) if such Person’s material breach of, or material failure to fulfill any obligation under, this Agreement or any other Transaction Document has been the principal cause of the failure of the conditions contained in Article 8 or Article 9 (as the case may be) to be satisfied on or prior to such time on the End Date;

Note to ▇▇▇▇▇▇▇. Confirm that you are comfortable with the fact that the compliance with law and healthcare-related R&Ws within the definition of Seller’s Significant Representations will be capped at the purchase price.]

Note to ▇▇▇▇▇▇▇ subclauses (i) and (iii) deleted as duplicative of subclause (ii). EXHIBIT G-2 TO To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below: I, the undersigned, the Chief Financial Officer of Covia Holdings Corporation (formerly known as Unimin Corporation) (the “Company”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that: