Common use of CONTRACTS; SIGNIFICANT PAYORS Clause in Contracts

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payors, or group of affiliated Payors, that accounted for more than 5% of the Center's revenues in any two of the previous three years or is expected to account for more than 5% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership by Westlake.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 5% of the Center's revenues in any two of the previous three years or is expected to account for more than 5% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake Seller is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake Seller has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake Seller has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership L.P. by WestlakeSeller.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 52% of the Center's revenues in any two of the previous three years or is expected to account for more than 52% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake Seller is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake Seller has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake Seller has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership LLC by WestlakeSeller.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payors, or group of affiliated Payors, that accounted for more than 5% of the Center's revenues in any two of the previous three years or is expected to account for more than 5% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership by Westlake.. Asset Purchase Agreement/Page 5 -------------------------------------------------------------------------------- 6

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 5% of the Center's revenues in any two of the previous three years or is expected to account for more than 5% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake Seller is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake Seller has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake Seller has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership LLC by WestlakeSeller.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 52% of the Center's revenues in any two of the previous three years or is expected to account for more than 52% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake Seller is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been Seller knows of no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake Seller has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake Seller has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership by WestlakeSeller.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 52% of the Center's revenues in any two of the previous three years or is expected to account for more than 5% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake BEC or BEI is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake neither BEC nor BEI has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake has Sellers have no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership LLC by WestlakeSellers.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 5% of the Center's revenues in any two of the previous three years or is expected to account for more than 5% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake Seller is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake Seller has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake Seller has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership LLC by WestlakeSeller. AmSurg understands that payors in the Phoenix market can and do move contracts without notice or cause from time to time, and acknowledges that Seller cannot guarantee that any contract will not be moved by any payor.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 5% of the Center's revenues in any two of the previous three years or is expected to account for more than 5% of the Center's revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake Seller is a party and which are necessary for the ownership and efficient operation of the Center, are in full force and effect; there have been no threatened cancellations thereof ------------------------------------------------------------------------------- nor outstanding disputes thereunder, and Westlake Seller has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake Seller has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership LLC by WestlakeSeller.

CONTRACTS; SIGNIFICANT PAYORS. Schedule 4.11 is a complete and accurate list of all individual Payorspayors, or group of affiliated Payorspayors, that accounted for more than 5% of either the Center's Centers' revenues in any two of the previous three years or is expected to account for more than 5% of either of the Center's Centers' revenues in the current year or the next year ("Significant Payors"). All contracts, agreements and instruments, including, but not limited to, third party provider agreements and agreements with Significant Payors, to which Westlake Seller is a party and which are necessary for the ownership and efficient operation of the CenterCenters, are in full force and effect; there have been no threatened cancellations thereof nor outstanding disputes thereunder, and Westlake Seller has not breached any provision of, nor does there exist any default in any material respect under, or event (including the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) which is, or with the giving of notice or the passage of time or both would become, a breach or default in any material respect under the terms of any such contract, instrument or agreement. Westlake Seller has no reason to believe that any Significant Payor intends to terminate any such contract, instrument or agreement, or intends to withhold its consent to the assignment thereof, to the Partnership LLC by WestlakeSeller.