- 13 -
hand, or Parent and Seller, on the other hand, to the extent
permitted by applicable law:
* * * * * * *
(e) Conclusion of the Committee. The Committee,
after considering the written opinions of its advisers and
such information as it may deem necessary or advisable,
shall have reached the conclusions, evidenced by a written
resolution of the Committee, that the purchase by the Buyer
ESOP of shares of the common stock of Buyer at the price
agreed upon by the Committee and the seller of such shares
is fair to and in the best interest of the Buyer ESOP and
its participants and beneficiaries, and that such price
constitutes "adequate consideration" for the purchase of
such shares (within the meaning of Section 3(18) of ERISA),
and shall have directed the trustee of the trust established
under the Buyer ESOP to make such purchase as contemplated
in the appropriate agreement or agreements.
* * * * * * *
ARTICLE IX
MISCELLANEOUS
* * * * * * *
9.09 Entire Agreement; Representations and Warranties.
This Plan and the exhibits, schedules and other documents
referred to herein or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties
hereto with respect to its subject matter. This Plan
supersedes all prior agreements and understandings, oral and
written, with respect to its subject matter. Other than as
specifically set forth in Articles II and III hereof, the
parties make no representations or warranties of any kind,
whether express or implied, in connection with the
transactions contemplated hereby.
* * * * * * *
Schedule 1.02(a) of the Original Agreement described the
preferred stock to be issued by HealthTrust as part of the
reorganization. Pursuant to that schedule, HealthTrust would
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