Ability to Perform Agreement. To YGYI’s and KII’s knowledge, there is no occurrence, event or condition with respect to it that would prevent it from performing this Agreement in all material respects. No solvency proceeding of any character, including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors), voluntary or involuntary, affecting the business of YGYI or KII (other than as a creditor) is pending or is currently being contemplated by YGYI or KII or is being threatened against YGYI or KII by any other Person. Neither YGYI nor KII has made any assignment for the benefit of creditors or taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings. YGYI and KII are able to pay their liabilities as they become due, including the paying the Purchase Price as set forth in this Agreement.

Financial Ability. Buyer has on the date of this Agreement, and on the Closing Date Buyer shall have, all funds necessary to purchase the Shares and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. There is no financing contingency or condition applicable to the transactions contemplated by this Agreement.

The Purchaser has cash on hand and/or other assets readily convertible into cash or firm commitments in amounts sufficient to allow it to pay the Cash Consideration of the Purchase Price including any adjustments, and all other costs and expenses in connection with the consummation of the Transactions.

Financial Ability. Buyer has sufficient cash, available lines of credit, or other sources of immediately available funds to enable it to # deliver the amounts due at the Closing, # take such actions as may be required to consummate the Contemplated Transactions, and # timely pay and perform Buyer’s obligations under this Agreement and Buyer’s Closing Documents. Buyer expressly acknowledges that the failure to have sufficient funds shall in no event be a condition to the performance of its obligations hereunder, and in no event shall the Buyer’s failure to perform its obligations hereunder be excused by failure to receive funds from any source.

Financial Ability. Sinclair has commitments for, and will have at Closing, sufficient funds to consummate, the transactions contemplated by this Agreement, including paying when due the Estimated Closing Consideration, the Intercompany Account balance, any Excess Amount and all fees and expenses incurred by it in connection with the transactions contemplated hereby. Immediately after Closing and after giving effect to the transactions contemplated by this Agreement, the payment of the Estimated Closing Consideration and the payment of all fees and expenses related to the transactions contemplated hereby, Sinclair will be solvent.

Ability to Bear Economic Risk. The Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

Ability to Bear Economic Risk. The Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

Ability to Grant Security Interest. Subject to the provisions of the Intercreditor Agreement, the applicable Prospect Medical Parties and Other Applicable Subsidiaries, as applicable, may grant the MPT Parties the first priority security interests to the extent contemplated under the Transaction Documents in all of # the outstanding shares of capital stock and other equity interests of each of the Prospect Medical Subsidiaries and Other Applicable Subsidiaries and # the Licenses (including, without limitation, the Healthcare Licenses); provided, however, it is acknowledged that in the event the MPT Parties seek to exercise remedies in connection with such liens, the transfer of the capital stock and equity interest, and Licenses, may require the parties to undertake change of ownership processes with, provide notices to and seek approvals from Governmental Bodies, as further contemplated and addressed in the Master Lease and Mortgage Loan Agreement.

Ability to Obtain Other Employment. Employee hereby represents that his experience and capabilities are such that in the event his employment with the Company is terminated, he will be able to obtain employment if he so chooses during the period of noncompetition following the termination of employment described above without violating the terms of this Agreement, and that the enforcement of this Agreement by injunction, as described below, will not prevent him from becoming so employed. To assist Employee in obtaining subsequent employment, the Company agrees to respond within 3 business days to any request of Employee as to whether a new position would be viewed by the Company as violation of the restrictions in this Agreement.

Decline Impacted Teammate Program. In the event Executive elects to not participate in the Impacted Teammate Program and therefore not agree to the terms and conditions of this Agreement, Executive will remain subject to the Original Agreement and shall be entitled to receive