Contractual Obligations Etc. To the best knowledge of the Company after due inquiry, each material Contractual Obligation is, and after giving effect to the consummation of the transactions contemplated hereby will be, in full force and effect in accordance with the terms thereof and there are no material defaults by the Company or by any other party under any such Contractual Obligation.
Contractual Obligations Etc of the MDA Disclosure Schedule contains a true and complete list of all contracts, agreements, deeds, mortgages, leases (whether or not capitalized), licenses, instruments, commitments, sales orders, purchase orders, quotations, bids, undertakings, arrangements or understandings, written or oral (each, a "Contract") to which or by which MDA or any of its Subsidiaries is a party or otherwise bound or to which or by which any of MDA's or its Subsidiaries' assets are subject of the types described below and in effect on the date hereof (Contracts of the type described below, collectively, the "Contractual Obligations").
Contractual Obligations Etc. Except as set forth on SCHEDULE 2.12, (i) the Seller is not a party to or otherwise bound by any written or oral agreement, instrument, commitment or restriction which individually or in the aggregate could materially adversely affect the business prospects, financial condition, operations or property of the Business, and (ii) the Seller is not a party to or otherwise bound by any written or oral:
2.12.1 employment or consulting agreements, or outstanding offers of employment;
2.12.2 agreements or obligations (including without limitation options) to buy, sell or lease (as lessor or lessee) any property or asset used in the Business, except in the ordinary course of business;
2.12.3 agreements or obligations pursuant to which the Seller possesses or uses any properties or assets in the Business and accrues expenses of or incurs charges of at least $1,000 per annum;
2.12.4 agreements, contracts or instruments relating to the borrowing of money, or the guaranty of any obligation for the borrowing of money;
2.12.5 agreements or obligations with suppliers or providers of goods or services to the Business, including without limitation purchase orders, which individually involve liabilities in excess of $1,000 or which may otherwise have any continuing effect after the Closing, or which places any material limitation on the method of conducting or the scope of the Business.
2.12.6 contracts or agreements with respect to the provision of products and services, including all contracts with hospitals and post-acute providers. The Seller has heretofore delivered to the Buyer or made available for the Buyer's inspection a true and complete copy of each of the written agreements and contracts referenced on SCHEDULE 2.12 (the "Contractual Obligations"), if any, and in effect on the date hereof, including without limitation all amendments and supplements thereto and all waivers thereunder. Neither the Seller nor, to the Seller's knowledge, any other party is in default under or in breach or violation of, nor has an event occurred which (with or without notice, lapse of time or both) would constitute a default by the Seller or, to the Seller's knowledge, any other party under any Contractual Obligation other than defaults, breaches or violations of such Contractual Obligations as will not have a material adverse affect on the Purchased Assets or the results of operations of the Business. Other than as listed on Schedule 2.12, there exists no
Contractual Obligations Etc. To Seller's knowledge, Schedule 3.16 contains a true and complete list of all contracts, agreements, deeds, mortgages, leases, licenses, instruments, commitments, undertakings, arrangements or understandings, written or oral, relating to the Business or the Purchased Assets to which or by which Seller is a party or otherwise bound or to which or by which any of the Purchased Assets is subject or bound (collectively, "Contractual Obligations," whether or nor required to be listed on Schedule 3.16) of the types described below and in effect on the date of this Agreement:
3.16.1. All employment or consulting agreements, and all outstanding offers of employment, other than outstanding offers of employment pursuant to which the base compensation to be paid by Seller to each offeree is less than $30,000 per year; and all other plans, agreements or arrangements that constitute compensation or benefits to any officer or employee;
3.16.2. All Contractual Obligations (including without limitation options) to sell or lease (as lessor) any property or asset used primarily in the Business except in the ordinary course of business;
Contractual Obligations Etc. Except for the Transaction Documents, Schedule 5.15 hereto sets forth a complete and accurate list of all material Contractual Obligations (including the Contractual Obligations acquired or assumed in connection with the Acquisition) of the Company and its Subsidiaries. Each such Contractual Obligation (including Contractual Obligations evidencing Indebtedness and Liens) is, and after giving effect to the consummation of the transactions contemplated by the Transaction Documents will be, in full force and effect in accordance with the terms thereof and there are no material defaults by the Company or its Subsidiaries or, to the best knowledge of the Company and its Subsidiaries, by any other party under any such Contractual Obligation, except for such defaults that are not reasonably expected (individually or in the aggregate) to have a Material Adverse Effect.
Contractual Obligations Etc. 23 5.13 Financial Statements, Solvency......................................................24 5.14
Contractual Obligations Etc. Except for the Transaction Documents and Other Documents, Schedule 5.12 hereto sets forth a complete and accurate list of all material Contractual Obligations (including the Contractual Obligations acquired or assumed in connection with the Acquisition) of each Credit Party in effect as of the Closing Date. To the knowledge of Holdings, on the Closing Date, each such Contractual Obligation (including Contractual Obligations evidencing Indebtedness and Liens) is, and after giving effect to the consummation of the transactions contemplated by the Transaction Documents will be, in full force and effect in accordance with the terms thereof and there are no material defaults by any Credit Party or by any other party under any such Contractual Obligation.
Contractual Obligations Etc of the CCI Disclosure Schedule contains a true and complete list of all contracts, agreements, deeds, mortgages, leases (whether or not capitalized), licenses, instruments, commitments, sales orders, purchase orders, quotations, bids, undertakings, arrangements or understandings, written or oral (each, a "Contract") to which or by which CCI or any of its Subsidiaries is a party or otherwise bound or to which or by which any of CCI's or its Subsidiaries' assets are subject of the types described below and in effect on the date hereof (Contracts of the type described below, collectively, the "Contractual obligations").
Contractual Obligations Etc. Schedule 5.10 sets forth a complete and accurate list of all material Contractual Obligations of the Company and its Subsidiaries in effect as of the Closing Date. Except as set forth on Schedule 5.10, on the Closing Date each such Contractual Obligation is, and after giving effect to the consummation of the transactions contemplated by the Transaction Documents will be, in full force and effect in accordance with the terms thereof and, to the knowledge of the Company, there are no material defaults by the Company or its Subsidiaries or by any other party under any such Contractual Obligations and neither the Company nor any of its Subsidiaries or any other party under any such Contractual Obligations has given notice of termination or cancellation of such Contractual Obligations.
Contractual Obligations Etc
