Common use of Contracts and Arrangements Clause in Contracts

Contracts and Arrangements. Schedule 3.8 sets forth all of the contracts to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Except as set forth on Schedule 3.8, there are no oral agreements to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Complete and accurate copies of all written contracts and related amendments to which any member of the Selling Group is a party relating to the Business or the Purchased Assets have been provided to Acquirors prior to the Closing. Such contracts include: (a) employment and/or independent contractor agreements with each employee, independent contractor and/or candidate of any Seller; (b) any agreement under which any Seller receives, or is entitled to receive in the future, a payment from the other party to the agreement; (c) any agreements with third party payors; (d) any agreement (or group of related agreements), either oral or written, under which any Seller has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or any arrangement under which any member of the Selling Group or a third party has imposed a Lien on any of the Purchased Assets; (e) any agreement or arrangement, whether oral or written, under which any Seller has loaned money to any Person or borrowed money from any Person; (f) any equipment, space or premise leases; (g) any agreement concerning confidentiality or noncompetition or providing for any sort of post-termination payment; (h) any agreement, whether oral or written, under which any Seller has advanced or loaned any amount to any of its directors, officers, employees, members, independent contractors, shareholders or Owners, or borrowed any amount from any of its directors, officers, employees, members, independent contractors or Affiliates; (i) any agreement which is proposed to be transferred pursuant to this Agreement and will require consent to assign by any third party; (j) any agreement with any Affiliate of any individual or entity in the Selling Group; (k) any agreement related to Intellectual Property of any individual or entity in the Selling Group; (l) any Healthcare Agreements or other agreements with healthcare entities; (m) any profit sharing, stock option, stock purchase, stock appreciation, phantom stock, deferred compensation, severance or other plan or arrangement for the benefit of any Seller’s current or former directors, officers, employees, members, independent contractors or Owners; and (n) any agreement of any Seller that is necessary or useful for the effective and efficient operation of the Business and the Purchased Assets. Except as provided in Schedule 3.8, with respect to each such agreement: (x) the agreement, with respect to each member of the Selling Group, is legal, valid, binding, enforceable, free and clear of any Lien, and in full force and effect on identical terms as set forth in the copies provided to Acquirors, following the consummation of the transactions contemplated hereby; (y) no member of the Selling Group nor, to the Selling Group’s Knowledge, the other party(ies) thereto, is in breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the agreement; and (z) no member of the Selling Group, nor, to the Selling Group’s Knowledge, the other party(ies) thereto, have repudiated any provision of the agreement.

Contracts and Arrangements. Schedule 3.8 sets forth all of the contracts to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Except as set forth on Schedule 3.8, there are no oral agreements to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Complete and accurate copies of all written contracts and related amendments to which any member of the Selling Group is a party relating to the Business or the Purchased Assets have been provided to Acquirors prior to the Closing. Such contracts include: (a) employment and/or independent contractor agreements with each employee, independent contractor and/or candidate of any Seller; (b) any agreement under which any Seller receives, or is entitled to receive in the future, a payment from the other party to the agreement; (c) any agreements with third party payors; (d) any agreement (or group of related agreements), either oral or written, under which any Seller has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or any arrangement under which any member of the Selling Group or a third party has imposed a Lien on any of the Purchased Assets; (e) any agreement or arrangement, whether oral or written, under which any Seller has loaned money to any Person or borrowed money from any Person; (f) any equipment, space or premise leases; (g) any agreement concerning confidentiality or noncompetition or providing for any sort of post-termination payment; (h) any agreement, whether oral or written, under which any Seller has advanced or loaned any amount to any of its directors, officers, employees, members, independent contractors, shareholders or Owners, or borrowed any amount from any of its directors, officers, employees, members, independent contractors or Affiliates; (i) any agreement which is proposed to be transferred pursuant to this Agreement and will require consent to assign by any third party; (j) any agreement with any Affiliate of any individual or entity in the Selling Group; (k) any agreement related to Intellectual Property of any individual or entity in the Selling Group; (l) any Healthcare Agreements or other agreements with healthcare entities; (m) any profit sharing, stock option, stock purchase, stock appreciation, phantom stock, deferred compensation, severance or other plan or arrangement for the benefit of any Seller’s current or former directors, officers, employees, members, independent contractors or Owners; and (n) any agreement of any Seller that is necessary or useful for the effective and efficient operation of the Business and the Purchased Assets. Except as provided in Schedule 3.8, with respect to each such agreement: (x) the agreement, with respect to each member of the Selling Group, is legal, valid, binding, enforceable, free and clear of any Lien, and in full force and effect on identical terms as set forth in the copies provided to Acquirors, following the consummation of the transactions contemplated hereby; (y) no member of the Selling Group nor, to the Selling Group’s Knowledge, the other party(ies) thereto, is in breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the agreement; and (z) no member of the Selling Group, nor, to the Selling Group’s Knowledge, the other party(ies) thereto, have repudiated any provision of the agreement.