Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. 2.10.1 Except as set forth in Schedule 2.10.1 attached hereto, in connection with the Business, neither Parent nor any Seller Company is a party to any written or oral: (a) pension, profit sharing, Option, employee ownership purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor group; (b) Contract relating to loans to officers, directors, managers, Parent or any Affiliates thereof; (c) Contract relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any Acquired Asset; (d) Guarantee that will be an Assumed Obligation; (e) Contract that will be an Acquired Asset under which Parent or any Seller Company has advanced or loaned or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000; (f) Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies; (g) Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person; (h) warranty Contract with respect to its services rendered or its products sold or leased; (i) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world; (j) Contract for the purchase, acquisition or supply of inventory and other property and assets, whether for resale or otherwise in excess of $10,000; (k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000; (l) employment, consulting, sales, commissions, advertising or marketing Contracts; (m) Contract with Physicians; (n) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract; (p) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby; (q) nondisclosure or confidentiality Contracts; (r) power of attorney or other similar Contract or grant of agency; (s) third party payor Contract or other Contract from which any Seller Company is reimbursed or otherwise paid for the provision of healthcare services; or (t) Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any purchase orders in the ordinary course of business. 2.10.2 Parent and each Seller Company has performed in all material respects all obligations required to be performed by it and is not in default in any respect under or in breach of nor in receipt of any Claim of default or breach under any material Contract that is an Acquired Asset or to which Parent or such Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance under any material Contract that is an Acquired Asset to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any knowledge of any breach or anticipated breach by the other Persons to any such Contract to which it is a party. 2.10.3 Parent and Seller Companies have delivered to Purchaser true and complete copies of all the Contracts and documents listed in the schedules to this Agreement.

Agreements and Commitments. 2.10.1 Except as set forth in on Schedule 2.10.1 attached hereto, in connection with 2.12 and except for any agreement that is permitted by Section 4.1(c) and entered into after the Businessdate of this Agreement, neither Parent Company nor any Seller Company of its Subsidiaries is a party or subject to any oral or written executory agreement, contract, obligation or oralcommitment that is material to Company or its Subsidiaries, its financial condition or business, including but not limited to the following: (a) pensionany contract, profit sharingcommitment, Optionletter agreement, employee ownership purchase, stock appreciation right, phantom stock option quotation or other plan purchase order providing for deferred payments by or other compensation to employees of Seller Companies Company or any other employee benefit plan its Subsidiaries with a Significant Customer (other than as set forth defined in Schedule 2.22 attached heretoSection 2.24) or a Significant Supplier (as defined in Section 2.25), or any Contract with any labor union or labor group; (b) Contract relating to loans to officers, directors, managers, Parent any license agreement under which Company or any Affiliates thereofits Subsidiaries is licensor; or under which Company or its Subsidiaries is licensee (except for standard "SHRINK WRAP" licenses for off-the-shelf software products); (c) Contract relating any agreement by Company or its Subsidiaries to the borrowing of money encumber, transfer or the mortgaging, pledging sell rights in or otherwise placing a Lien on with respect to any Acquired AssetIntellectual Property (as defined in Section 2.13 below); (d) Guarantee that will be an Assumed Obligationany agreement for the sale or lease of real or personal property other than sales of inventory in the ordinary course of business consistent with past practice; (e) Contract that will be an Acquired Asset under which Parent any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement or any Seller Company has advanced other agreement for the distribution or loaned or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000; (f) Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor sale of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies; (g) Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person; (h) warranty Contract with respect to its services rendered Company's or its Subsidiaries' products sold or leased; (i) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world; (j) Contract for the purchase, acquisition or supply of inventory and other property and assets, whether for resale or otherwise in excess of $10,000; (k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000; (l) employment, consulting, sales, commissions, advertising or marketing Contracts; (m) Contract with Physicians; (n) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract; (p) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby; (q) nondisclosure or confidentiality Contracts; (r) power of attorney or other similar Contract or grant of agency; (s) third party payor Contract or other Contract from which any Seller Company is reimbursed or otherwise paid for the provision of healthcare services; or (t) Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any than individual purchase orders in the ordinary course of business.business consistent with past practice); 2.10.2 Parent and each Seller Company has performed in all material respects all obligations required (f) any franchise agreement; (g) any stock redemption or purchase agreement; (h) any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to be performed by it and is not in default any other person; (i) any instrument evidencing indebtedness for borrowed money or guarantees thereof; (j) any contract containing covenants purporting to limit Company's freedom to compete in any respect under line of business in any geographic area; (k) any agreement of indemnification other than standard warranties in connection with the sale of products and/or services in the ordinary course of business consistent with past practice; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $250,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 2.26) by Company or its Subsidiaries or any Intellectual Property, which involves payments individually in excess of $250,000 or in the aggregate in excess of $500,000 in the ordinary course of business consistent with past practice; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $250,000 or in the aggregate in excess of $500,000 in the ordinary course of business consistent with past practice. All agreements, contracts, obligations and commitments listed in Schedules 2.12, 2.13 and 2.16. (collectively "MATERIAL AGREEMENTS"), are valid and in full force and effect. Neither the Company nor any of its Subsidiaries is in breach of nor in receipt of any Claim of or default or breach under any material Contract that term of any Material Agreement, nor will Company or any of its Subsidiaries be in breach of or default under any such term after giving effect to the Merger. To the knowledge of the Company, as of the date of this Agreement, no other party is an Acquired Asset in breach of or to which Parent or such Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance default under any material Contract that is an Acquired Asset term of any Material Agreement, nor will any other party be in breach of or default under any such term after giving effect to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any the Merger. To the knowledge of any breach or anticipated breach by the other Persons Company, no party to any such Contract Material Agreement intends to which it is a party. 2.10.3 Parent and Seller Companies have delivered to Purchaser cancel, withdraw, modify or amend such Material Agreement. A true and complete copies copy of all the Contracts and documents listed in the schedules each Material Agreement has been delivered to this AgreementParent or Parent's counsel.

Agreements and Commitments. 2.10.1 Except as set forth in Schedule 2.10.1 attached hereto, in connection with the Business, neither Parent nor any Seller Company is a party to any written or oral: (a) pensionSuch Seller has made available to Buyer true, profit sharingcorrect, Option, employee ownership purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor group; (b) Contract relating to loans to officers, directors, managers, Parent or any Affiliates thereof; (c) Contract relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any Acquired Asset; (d) Guarantee that will be an Assumed Obligation; (e) Contract that will be an Acquired Asset under which Parent or any Seller Company has advanced or loaned or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000; (f) Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies; (g) Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person; (h) warranty Contract with respect to its services rendered or its products sold or leased; (i) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world; (j) Contract for the purchase, acquisition or supply of inventory and other property and assets, whether for resale or otherwise in excess of $10,000; (k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000; (l) employment, consulting, sales, commissions, advertising or marketing Contracts; (m) Contract with Physicians; (n) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract; (p) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby; (q) nondisclosure or confidentiality Contracts; (r) power of attorney or other similar Contract or grant of agency; (s) third party payor Contract or other Contract from which any Seller Company is reimbursed or otherwise paid for the provision of healthcare services; or (t) Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any purchase orders in the ordinary course of business. 2.10.2 Parent and each Seller Company has performed in all material respects all obligations required to be performed by it and is not in default in any respect under or in breach of nor in receipt of any Claim of default or breach under any material Contract that is an Acquired Asset or to which Parent or such Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance under any material Contract that is an Acquired Asset to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any knowledge of any breach or anticipated breach by the other Persons to any such Contract to which it is a party. 2.10.3 Parent and Seller Companies have delivered to Purchaser true and complete copies of all the Contracts Organizational Documents of the Transferred Entities, Fund Vehicles and documents listed all their Portfolio Investments as of the date hereof or as of the date provided pursuant to Section 7.20(f), as applicable (provided that, to Sellers’ Knowledge, solely with respect to the Non-Controlled Transferred Entities and their Portfolio Investments, such Organizational Documents are in the schedules form provided to such Seller or its Subsidiaries by the applicable general partner or manager of such Person and are, to the Knowledge of Sellers, true, correct and complete copies of all Organizational Documents of such Persons), in each case as set forth in Section 4.6(a) of the Disclosure Schedule or as otherwise provided pursuant to Section 7.20(f). Other than this AgreementAgreement and the Organizational Documents set forth in Section 4.6(a) of the Disclosure Schedule, such Seller has not entered into any other Contracts with respect to such Seller’s Transferred Equity Interests in any Transferred Entity or their Portfolio Investment. Each such agreement to which such Seller or any Controlled Transferred Entity (and to the Knowledge of Sellers, each Non-Controlled Transferred Entity or their Portfolio Investment) is a party, as applicable, is valid and binding with respect to such Seller, Transferred Entity or their Portfolio Investment and is enforceable against such Seller, Transferred Entity or their Portfolio Investment in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Each Seller has contributed to the extent required in accordance with the terms of the relevant Organizational Documents to the capital of the Transferred Entities in which Seller owns Transferred Equity Interests, all amounts, including all Capital Contributions due and payable in respect thereof. Each Controlled Transferred Entity, and to the Knowledge of Sellers, each Non-Controlled Transferred Entity has contributed to the capital of its Subsidiaries all amounts, including all Capital Contributions due and payable in respect thereof, in accordance with the terms of the Organizational Documents of such Transferred Entities’ Subsidiaries. Each Seller and each Controlled Transferred Entity, and to the Knowledge of Sellers, each Non-Controlled Transferred Entity, does not have any outstanding Liability with respect to any such Capital Contributions. There have been no Capital Contributions or Interests Distributions since December 31, 2020 to the date of this Agreement other than as disclosed on Section 4.6(b) of the Disclosure Schedule. Each Seller and each Controlled Transferred Entity and to the Knowledge of Sellers, each Non-Controlled Transferred Entity has paid all management fees due and payable by it in accordance with the terms of the Organizational Documents of such Persons. Each of the Sellers and each Controlled Transferred Entity, and to the Knowledge of Sellers, each Non-Controlled Transferred Entity has not made any voluntary Capital Contributions to any Transferred Entity or such Transferred Entity’s Subsidiaries, as applicable, or any Portfolio Investment in which they own an Interest or any other share or other security, nor have any been made on behalf of such Seller or Transferred Entity, as applicable. (c) None of any Seller, Controlled Transferred Entity or Fund Vehicle nor, to the Knowledge of Sellers, any of the Non-Controlled Transferred Entities or any of their Portfolio Investments has received written notice of any obligation to return any Interests Distributions or portions of Interests Distributions previously received by it from any of the Transferred Entities, or their Portfolio Investments. Any contractual obligation of a Seller, Fund Vehicle or Controlled Transferred Entity or, to the Knowledge of Sellers, Non-Controlled Transferred Entity or Portfolio Investment to return any Interests Distribution (upon the occurrence of any specified event or otherwise) is set forth on Section 4.6(c) of the Disclosure Schedule. As of the date hereof, none of the Fund Vehicles have made any distributions of carried interest in respect of the GP Interests. (d) To the Knowledge of Sellers, all Interests Distributions of the Fund Vehicles, the Transferred Entities and their Portfolio Investments have been made in accordance with the provisions of the relevant Organizational Documents and applicable Laws as to the allocation and order of priority of receipt of such Interest Distributions.

Agreements and Commitments. 2.10.1 Except as (a) Schedule 3.17 is a true, complete and correct list of all Contracts (other than Immaterial Contracts) conforming to the descriptions set forth in Schedule 2.10.1 attached hereto, in connection with the Business, neither Parent nor this Section 3.17 to which any Seller Company is a party party, copies of each of which have been delivered or made available to any written or oralBuyer: (ai) pension, profit sharing, Option, Contracts involving payments by or to any Seller in excess of One Hundred Thousand Dollars ($100,000) not made in the ordinary course of business; (ii) any employee ownership purchase, stock appreciation right, phantom stock option collective bargaining agreement or other plan providing for deferred or other compensation to employees of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor groupcovering employees of any of the Sellers; (biii) any Contract (including sales orders) involving the obligation of any Seller to deliver products or services; (iv) any option or other Contract to purchase or otherwise acquire or sell or otherwise dispose of any interest in any real property (including the Real Property); (v) any Contract under which any Seller has agreed to indemnify any third party with respect to, or to share, the Tax liability of any third party; (vi) any Contract to make a capital expenditure or to purchase a capital asset in excess of Two Hundred Fifty Thousand Dollars ($250,000) by or on behalf of any Seller in connection with the Assets or the operation of the Business other than capital expenditures relating to assets which are to become part of a project; (vii) any Contract relating to loans the location of employees or minimum number of employees to officers, directors, managers, Parent or be employed by any Affiliates thereofSeller with respect to the Business; (cviii) any power of attorney (other than powers of attorney given in the ordinary course of the Business with respect to routine export, tax or securities matters); (ix) any bond, indenture, note, loan or credit agreement (other than the Xxxxxx Credit Agreement and the Xxxxxx DIP Agreement) or other Contract relating to the borrowing of money or to the mortgaging, pledging direct or otherwise placing a Lien on indirect guarantee or assumption of the obligations of any Acquired Assetother Person for borrowed money; (dx) Guarantee that will be an Assumed Obligationany Contract limiting or restricting in any material manner the operation of the Business; (exi) any lease or similar Contract under which (i) any Seller is the lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property or real property owned by any third Person for an annual rent in excess of One Hundred Thousand Dollars ($100,000) or (ii) any Seller is the lessor of, or makes available for use by any third Person, any tangible personal property or real property owned by any Seller for an annual rent in excess of One Hundred Thousand Dollars ($100,000), in each case, other than with respect to machinery, equipment, vehicles or other tangible personal property specifically for use in connection with a project; (xii) except as set forth on Schedule 5.04, employment and severance Contracts, including Contracts (i) to employ or terminate executive officers or other personnel and other contracts with present or former officers, directors or shareholders of any Seller or (ii) that will be an Acquired Asset under which Parent or could result in the payment by or the creation of any commitment or obligation (absolute or contingent) to pay on behalf of Buyer or any Seller Company has advanced any severance, termination, "golden parachute," or loaned other similar payments to any present or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000; (f) Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor former personnel following termination of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies; (g) Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person; (h) warranty Contract with respect to its services rendered or its products sold or leased; (i) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world; (j) Contract for the purchase, acquisition or supply of inventory and other property and assets, whether for resale employment or otherwise in excess as a result of $10,000; (k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000; (l) employment, consulting, sales, commissions, advertising or marketing Contracts; (m) Contract with Physicians; (n) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; (o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract; (p) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Companies or that would provide any Person any remedy (including rescission or liquidated damages), in connection with the execution, delivery or performance of this Agreement and the agreements, documents and the consummation of the transactions contemplated hereby and thereby;Transactions; and (qxiii) nondisclosure any joint venture or confidentiality partnership Contracts;. (rb) power Sellers have made available to Buyer true, complete and correct copies of attorney or other similar any Contract or grant (including purchase orders) involving the obligation of agency; (s) third party payor Contract or other Contract from which any Seller Company is reimbursed to purchase products or otherwise paid for the provision of healthcare services; or (t) Any other Contract that is material to any Seller Company’s operations or business prospects or involves consideration in excess of $25,000 annually, excluding any purchase orders in the ordinary course of business. 2.10.2 Parent and each Seller Company has performed in all material respects all obligations required to be performed by it and is not in default in any respect under or in breach of nor in receipt of any Claim of default or breach under any material Contract that is an Acquired Asset or services pursuant to which Parent or the aggregate of payments to become due from such Seller Company is subject equal to or exceeds One Hundred Thousand Dollars (including without limitation all performance bonds, warranty obligations or otherwise$100,000); no event has occurred that with the passage of time or the giving of notice or both would result in a default, breach or event of non-compliance under any material Contract that is an Acquired Asset to which Parent or any Seller Company is subject (including without limitation all performance bonds, warranty obligations or otherwise); neither Parent nor any Seller Company has any present expectation or intention of fully performing all such obligations; neither Parent nor any Seller Company has any knowledge of any breach or anticipated breach by the other Persons to any such Contract to which it is a party. 2.10.3 Parent and Seller Companies have delivered to Purchaser true and complete copies of all the Contracts and documents listed in the schedules to this Agreement.