Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Except for the Contracts and contracts included in the Excluded Assets, there are no commitments, contracts, leases, and agreements (whether written or oral) which materially affect the Facilities, the Assets, or the operation of any thereof, to which a Seller is a party or by which a Seller, the Facilities, the Assets, or any portion thereof is bound, including, without limitation: (a) agreements with physicians or any other referral sources, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, bonds, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Facilities or the Assets, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Facilities or the Assets, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities or the Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a Seller of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basis.

Agreements and Commitments. Except Seller has delivered to or made available for inspection by Buyer a list (Schedule 3.19 of the Contracts and contracts included in the Excluded Assets, there are no Seller Disclosure Letter) of all commitments, contracts, leases, and agreements (whether agreements, written or oral) , which materially affect the Hospital Facilities, the Purchased Assets, or the operation of any thereof, to which a Seller is a party or by which a Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation: , (a) agreements with physicians or any other referral sources, Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, , (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, , (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, , (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a Seller of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basisSeller.

Agreements and Commitments. Except for To the Contracts and contracts included in best knowledge of Seller, Schedule 3.19 sets forth an accurate list of the Excluded Assets, there are no following types of commitments, contracts, leases, and agreements (whether agreements, written or oral) which materially affect , relating to the FacilitiesPurchased Assets, including the Facilities (other than the Excluded Assets), or the operation of any thereof, to which a Seller is or Seller Entities are a party or by which a SellerSeller or Seller Entities, the Purchased Assets, the Facilities, the Assets, or any portion thereof is bound, including, without limitation: : (a) agreements with physicians or any other referral sources, physician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, , (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Purchased Assets, including the Facilities or (other than the Excluded Assets, ), (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Purchased Assets, including the Facilities or (other than the Excluded Assets, ), (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities or the Purchased Assets, and including the Facilities (other than the Excluded Assets), and (n) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a Seller or any Seller Entity of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basis.

Agreements and Commitments. Except for the Contracts and contracts included in the Excluded Assets, there are no Schedule 3.19 contains an accurate list of all commitments, contracts, leases, and agreements (whether agreements, written or oral) , of Seller which materially affect the Healthcare Facilities, the Assets, or the operation of any thereof, to which a Seller is a party or thereof and has made available for inspection by which a Seller, the Facilities, the Assets, or any portion thereof is boundBuyer all such documents, including, without limitation: , (a) agreements with physicians or any other referral sources, Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, , (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting Seller, the Facilities or the Assets, Healthcare Facilities, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Facilities Seller or the Assets, Healthcare Facilities, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities or the AssetsHealthcare Facilities, and (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Healthcare Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a Seller. However, with respect to items (f), (g), (m), (n), and (o) above, Seller makes such representations only with respect to those involving future payments, performance of any services or delivery of goods to or by Seller in an amount or value in excess of Ten Thirty-Five Thousand Dollars ($10,00035,000) on an annual basis, and to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Contracts.

Agreements and Commitments. Except for the Contracts and contracts included in the Excluded Assets, there are no commitments, Schedule 3.19 contains an accurate list of all contracts, leases, and agreements (whether written or oral) of Seller which to Seller’s Knowledge materially affect the Facilities, the Assets, Healthcare Facilities or the operation of any thereof, to which a Seller is a party or thereof and has made available for inspection by which a Seller, the Facilities, the Assets, or any portion thereof is boundBuyer all such documents, including, without limitation: , (a) agreements with physicians or any other referral sources, Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, , (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting Seller, the Facilities or the Assets, Healthcare Facilities, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Facilities Seller or the Assets, Healthcare Facilities, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities or the AssetsHealthcare Facilities, and (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Healthcare Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a the Healthcare Facilities. However, with respect to items (f), (g), (m), (n), and (o) above, Seller makes such representations only with respect to those involving future payments, performance of any services or delivery of goods to or by Seller in an amount or value in excess of Ten Fifty Thousand Dollars ($10,00050,000) on an annual basis, and to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to and assumed by Buyer.

Agreements and Commitments. Except for the Contracts and Contracts, the Immaterial Contracts, contracts included in the Excluded Assets, contracts to which the Seller is not a party but which affect its Real Property (other than the Minnesota Property) and as set forth on Schedule 3.18, there are no commitments, contracts, leases, and agreements (whether written or oral) which materially affect the Facilitiessuch Seller's Facility, the its Assets, or the operation of any thereof, to which a such Seller is a party or by which a such Seller, the Facilitiesits Facility, the its Assets, or any portion thereof is bound, including, without limitation: (a) agreements with physicians or any other referral sourcesphysician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate property including any tenant leasesLeases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, bonds, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Facilities such Seller's Facility or the its Assets, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Facilities such Seller's Facility or the its Assets, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities such Seller's Facility or the its Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a such Seller of any amount or value in excess of Ten Twenty-Five Thousand Dollars ($10,00025,000) on an annual basis.

Agreements and Commitments. Except for the Contracts and (including the Immaterial Contracts), contracts included in the Excluded Assets, or as set forth on Schedule 3.19, there are no commitments, contracts, leases, and agreements (whether written or oral) which materially affect the Facilities, the Assets, or the operation of any thereof, to which a the Seller is Entities are a party or by which a Sellerthe Seller Entities, the Facilities, the Assets, or any portion thereof is bound, including, without limitation: (a) agreements with physicians or any other referral sourcesphysician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, bonds, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Facilities or the Assets, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Facilities or the Assets, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities or the Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a Seller or any of the Seller Entities of any amount or value in excess of Ten Fifty Thousand Dollars ($10,00050,000) on an annual basis.

Agreements and Commitments. Except for the Contracts and contracts included in the Excluded Assets, there are no Seller has delivered to Buyer an accurate list (Schedule 3.19) of all commitments, contracts, leases, and agreements (whether agreements, written or oral) , which materially affect the FacilitiesHospital, the Purchased Assets, or the operation of any thereof, to which a Seller is a party or by which a Seller, the FacilitiesHospital, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of One Thousand Dollars ($1,000), including, without limitation: , (a) agreements with physicians or any other referral sources, physician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, , (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Facilities Hospital or the Purchased Assets, , (l1) contracts or commitments providing for payments based in any manner on the revenues or profits of the Facilities Hospital or the Purchased Assets, , (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities Hospital or the Purchased Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a Seller of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basis.