Common use of Leases and Contracts Clause in Contracts

Leases and Contracts. (a) Schedule 3.21 hereto sets forth a complete and accurate list of all contracts, agreements, purchase orders, leases, subleases, options and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, affecting or relating to any asset, the Business, or any interest therein, to which Seller is a party or by which Seller or the Assets is bound or affected, including without limitation, service contracts, management agreements, equipment leases, leases of space and ground leases pertaining to any real estate that involve commitments in excess of $2,500 (collectively the "Leases and Contracts" and individually a "Lease and Contract"). Except as set forth on Schedule 3.21, all Leases and Contracts are valid and in full force, and there does not exist any default or event that notice or lapse of time, or both, would constitute a default or event of acceleration under any of these Leases and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b) Other than as described on Schedule 3.21, none of the Leases and Contracts has been modified, amended, assigned or transferred and each of the Leases and Contracts is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party thereto. (c) Other than as described on Schedule 3.21, no event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by any party under any of the Leases and Contracts, and Seller shall do no act nor omit to do any act which would cause such a default or breach. There are no counterclaims or offsets under any of the Leases and Contracts. (d) Except as set forth on Schedule 3.21, there does not exist, and between the date hereof and the Closing Date Seller will not grant or suffer, any security interest, lien, encumbrance, mortgage or claim of others created or suffered to exist on any interest created under any of the Leases or Contracts. (e) None of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of Purchaser. (f) Except as identified on Schedule 3.21, hereto, none of the Leases and Contracts is: (1) a capitalized lease within the meaning of generally accepted accounting principles; or (2) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty. (g) Other than as described on Schedule 3.21, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) will not cause a default under, alter or terminate any of the Leases and Contracts, and such assignment will confer all Seller's rights thereunder to Purchaser except for those consents described on Schedule 3.21, not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on Schedule 3.21, hereto, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) does not require any consents. Seller has provided true and correct copies of the Leases and Contracts, including true, correct and complete copies of any and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereof.

Leases and Contracts. (a1) Schedule 3.21 Exhibit 4.11 attached hereto sets forth a complete and accurate list of all contractscontracts involving an annual expenditure or under which Seller is obligated in excess of $25,000, including the Program Contracts, agreements, purchase orders, leases, subleases, options and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, affecting or relating to any asset, the Business, Business or any interest thereinAsset, to which either Seller is a party or by which Seller Seller, the Assets or the Assets Business is bound or affected, including including, without limitation, service contracts, management agreements, equipment leases, leases of space and ground building leases pertaining to any real estate that involve commitments in excess part of $2,500 the Real Estate (collectively collectively, the "Leases and Contracts" and individually a "Lease and Contract"). Attached to Exhibit 4.11 are accurate and complete copies of all Leases and Contracts. There are no oral Leases and Contracts. Except as set forth on Schedule 3.21for the Assumed Liabilities, all Leases and Contracts are valid and in full force, all other obligations and there does not exist any default or event that notice or lapse of time, or both, would constitute a default or event of acceleration under any of these Leases liabilities relating to the Assets and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of the Business shall be retained by Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b2) Other than as described on Schedule 3.21, none None of the Leases and Contracts has have been modified, amended, assigned or transferred by Seller, (or, to Seller's and Shareholder's knowledge, any other party) and each of the Leases and Contracts is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party theretoas to Seller (or, to Seller's and Shareholder's knowledge, any other party), except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. (c3) Other than as described on Schedule 3.21, no No event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by Seller or, to the best of Seller's and Shareholders' knowledge, any other party under any of the Leases and Contracts, and Seller shall do no act nor omit to do any act which would cause such a default or breach. There are no counterclaims or offsets under any of the Leases and or Contracts. (d4) Except as set forth on Schedule 3.21, there There does not exist, and between the date hereof and the Closing Date Seller will not grant or suffer, exist any security interest, lien, encumbrance, mortgage encumbrance or claim of others created or suffered to exist on any interest created under any of the Leases or ContractsContracts (except for those that result from or relate to leased Assets). (e5) None No purchase commitment by Seller is in excess of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of PurchaserSeller's ordinary business requirements. (f6) Except as identified on Schedule 3.21, hereto, none Assignment to Buyer of the those Leases and Contracts is: (1) a capitalized lease within the meaning of generally accepted accounting principles; or (2) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty. (g) Other than as described on Schedule 3.21, the assignment to Purchaser constituting part of the Leases and Contracts (to the extent that such are assigned hereunder) Assumed Liabilities will not cause a default underdefault, alter or terminate any of the such Leases and Contracts, and such assignment will confer and convey all of Seller's rights thereunder to Purchaser except for those consents described on Schedule 3.21, not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on Schedule 3.21, hereto, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) does not require any consents. Seller has provided true and correct copies of the Leases and Contracts, including true, correct and complete copies of any and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereofBuyer.

Leases and Contracts. (a) a. Schedule 3.21 hereto sets forth a complete and accurate list - All of all the material contracts, agreements, purchase ordersunderstandings, arrangements, commitments, leases, subleases, options licenses and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, affecting or relating to any asset, the Business, or any interest therein, purchase orders to which Seller is a party or by which Seller is bound in connection with the operation of the Crystallume Business or the Assets is bound ownership or affecteduse of any of the Purchased Assets, including without limitationbut excluding the Excluded Assets, service contracts(collectively, management agreements, equipment leases, leases of space and ground leases pertaining to any real estate that involve commitments in excess of $2,500 (collectively the "Leases and Contracts" ") are listed on Schedule 4.10 attached hereto and individually made a "Lease part hereof. Seller has previously delivered to Buyer true, correct and Contract")complete copies of all Leases and Contracts. Except for the Assumed Liabilities, all Leases and Contracts are, and shall b. Status - Except as set forth on Schedule 3.214.10: (1) each Assumed Lease and Contract is in full force and effect and is a legal, all Leases and Contracts are valid and binding agreement of Seller enforceable as to Seller in full forceaccordance with its respective terms; (2) neither Seller nor, to Seller's best knowledge, any other party to any Assumed Lease and Contract is in breach of or default under (nor has a default been asserted by any party under) any Assumed Lease and Contract, which breach or default may have a material adverse effect, financial or otherwise, on the Crystallume Business or any of the Purchased Assets; (3) there does has not exist occurred any default or event that with respect to Seller nor, to Seller's best knowledge, with respect to any other party to any Assumed Lease and Contract, which, after the giving of notice or the lapse of time, or both, would constitute a default under or event result in a breach of acceleration any Assumed Lease and Contract, which breach or default would have a material adverse effect, financial or otherwise, on the Crystallume Business or any Purchased Asset; (4) no Assumed Lease and Contract will be subject to amendment or termination as a result of the consummation of transactions contemplated in this Agreement or in any other Covered Agreement; (5) Seller has received no notice of any counterclaim or offset under any of these Leases Assumed Lease and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of Seller, nor Contract from any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b) Other than as described on Schedule 3.21, none of the Leases and Contracts has been modified, amended, assigned or transferred and each of the Leases and Contracts is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party thereto. (c) Other than as described on Schedule 3.21, no event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by any party under any of the Leases and Contracts, and Seller shall do no act nor omit to do any act which would cause such a default or breach. There are no counterclaims or offsets under any of the Leases and Contracts. (d) Except as set forth on Schedule 3.21, there does not exist, and between the date hereof and the Closing Date Seller will not grant or suffer, any security interest, lien, encumbrance, mortgage or claim of others created or suffered to exist on any interest created under any of the Leases or Contracts. (e) None of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of Purchaser. (f) Except as identified on Schedule 3.21, hereto, none of the Leases and Contracts is: (1) a capitalized lease within the meaning of generally accepted accounting principles; or (2) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty. (g) Other than as described on Schedule 3.21, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) will not cause a default under, alter or terminate any of the Leases and Contracts, and such assignment will confer all Seller's rights thereunder to Purchaser except for those consents described on Schedule 3.21, not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on Schedule 3.21, hereto, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) does not require any consents. Seller has provided true and correct copies of the Leases and Contracts, including true, correct and complete copies of any and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereof.;

Leases and Contracts. (a1) Schedule 3.21 Exhibit 4.12 attached hereto sets forth a complete and accurate list of all contracts, including, the Program Agreements, agreements, purchase orders, leases, subleases, options and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, affecting or relating to any asset, the Business, Stock or any Asset or any interest therein, to which Seller is either Company and/or Shareholders are a party or by which Seller Company, the Assets or the Assets Business is bound or affected, including including, without limitation, service contracts, management agreements, equipment leases, leases of space and ground building leases pertaining to any real estate that involve commitments in excess part of $2,500 the Real Estate (collectively collectively, the "Leases and Contracts" and individually a "Lease and Contract"). Except as set forth on Schedule 3.21, Attached to Exhibit 4.12 are accurate and complete copies of all written Leases and Contracts are valid and in full force, and there does not exist any default or event that notice or lapse written summaries of time, or both, would constitute a default or event key terms of acceleration under any of these all oral Leases and Contracts. Except as set forth on Schedule 3.21for the Continuing Liabilities, no officer, director or key employee of Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with all obligations under the Leases and ContractsContracts shall be jointly and severally assumed by the Shareholders. (b2) Other than as described on Schedule 3.21, none None of the Leases and Contracts has been modified, amended, assigned or transferred and each of the Leases and Contracts is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party theretoterms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. (c3) Other than as described on Schedule 3.21, no No event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by any party under any of the Leases and Contracts, and Seller shall do no act nor omit to do any act which would cause such a default or breach. There are no counterclaims or offsets under any of the Leases and Contracts. (d4) Except as set forth on Schedule 3.21, there There does not exist, and between the date hereof and the Closing Date Seller will not grant or suffer, exist any security interest, lien, encumbrance, mortgage encumbrance or claim of others created or suffered to exist on any interest created under any of the Leases and Contracts (except for those that result from or Contractsrelate to leased Assets). (e5) None No purchase commitment by Company is in excess of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of PurchaserCompany's ordinary business requirements. (f6) Except as identified on Schedule 3.21, hereto, none Conveyance to Buyer of the Leases and Contracts is: (1) a capitalized lease within the meaning of generally accepted accounting principles; or (2) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty. (g) Other than as described on Schedule 3.21, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) Stock will not cause a default underdefault, alter or terminate any of the Leases and Contracts, and such assignment Buyer, directly or through Company, will confer be entitled to all Seller's rights thereunder to Purchaser except for those consents described on Schedule 3.21, not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on Schedule 3.21, hereto, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) does not require any consents. Seller has provided true and correct copies of the Leases and Contracts, including true, correct and complete copies of any and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereofthereunder.

Leases and Contracts. (a1) Schedule 3.21 Exhibit 4.14 hereto sets forth a complete and accurate list of all material contracts, agreements, purchase orders, leases, subleases, options and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, affecting or relating to any asset, the Business, Asset or any interest therein, to which Seller or Shareholder is a party or by which Seller or the Assets is are bound or affected, including including, without limitation, service contracts, management agreements, equipment leases, leases of space space, and ground leases pertaining to any real estate that involve commitments in excess part of $2,500 the Real Estate (collectively collectively, the "LEASES AND CONTRACTS"). (The agreements listed above shall be deemed material if (i) one of the parties thereto is a physician, physician group or other referral source or (ii) it involves payments in the aggregate of Ten Thousand Dollars ($10,000) or greater.) Seller and Shareholder will provide or cause to be provided to Buyer a copy of all written Leases and Contracts" , and individually a "Lease detailed summary of the provisions of all oral Leases and Contract")Contracts, prior to Closing. Except as set forth on Schedule 3.21for Assumed Liabilities, all Leases and Contracts are valid shall be retained and in full force, and there does not exist any default paid or event that notice or lapse of time, or both, would constitute a default or event of acceleration under any of these Leases and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of performed by Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b2) Other than as described on Schedule 3.21, none None of the Leases and Contracts has been modified, amended, assigned or transferred and transferred, except as noted on Exhibit 4.14, and, to Sellers knowledge, each of the Leases and Contracts is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party thereto.terms; (c3) Other than To Seller's knowledge and except as described disclosed on Schedule 3.21Exhibit 4.14, no event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by any party under any of the Leases and Contracts, and Seller shall do no act nor omit to do any act which would cause such a default or breach. There To Seller's knowledge, there are no counterclaims or offsets under any of the Leases and Contracts.Contracts which are part of the Assumed Liabilities; (d) Except as set forth on Schedule 3.21, there does not exist, and between the date hereof and the Closing Date Seller will not grant or suffer, any security interest, lien, encumbrance, mortgage or claim of others created or suffered to exist on any interest created under any of the Leases or Contracts. (e4) None of the Leases or and Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of Purchaser.Buyer; (f5) Except as expressly identified on Schedule 3.21, heretoExhibit 4.14, none of the Leases and Contracts is: (1i) a capitalized lease within the meaning of generally accepted accounting principles; or (2ii) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty; or (iii) a lease containing an option to purchase. (g6) Other than All leases of office space or other space in the Hospital or Related Assets to third parties are described in Exhibit 4.14. To Seller's knowledge and except as described on Schedule 3.21set forth in Exhibit 4.14, the assignment to Purchaser of the Leases all such leases are in full force and Contracts (to the extent that such effect and are assigned hereunder) will not cause a default under, alter or terminate in default. Seller has no outstanding unperformed obligations under any of the Leases and Contracts, and such assignment will confer all Seller's rights thereunder leases including without limitation any obligations to Purchaser except for those consents described on Schedule 3.21, not received by the Closing Date which were waived by Purchaser in writingmake any repairs or improvements or renovations (whether such improvements or renovations are to be made prior to or after Closing). Other than Except as set forth on Schedule 3.21Exhibit 4.14, hereto, there are no outstanding negotiations with any such lessees regarding any matter relating to the assignment to Purchaser of the leased space. (7) All Leases and Contracts (which are not Assumed Liabilities will be terminated on or prior to Closing or will be retained by and at the extent that such are assigned hereunder) does not require any consents. Seller has provided true and correct copies sole expense of the Leases and Contracts, including true, correct and complete copies of any and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereofSeller.

Leases and Contracts. (a) Schedule 3.21 2.20 hereto sets forth a complete and accurate list of all contracts, agreements, purchase orders, leases, subleases, options and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, involving net book value amounts in the aggregate in excess of Five Thousand Dollars ($5,000.00) or which are otherwise material to the business, affecting or relating to any asset, the Businessbusiness, or any interest therein, to which any Seller is a party or by which any Seller or the Assets is bound or affected, including without limitation, service contracts, management agreements, equipment leases, leases of space and ground leases pertaining to any real estate that involve commitments in excess of $2,500 (collectively the "Leases and Contracts" and individually a "Lease and Contract"). Except as for Assumed Liabilities set forth on Schedule 3.211.2(c), all Leases and Contracts are valid and in full force, all other obligations relating to the Assets and there does not exist any default the business of Sellers shall be retained and paid or event that notice or lapse of time, or both, would constitute a default or event of acceleration under any of these Leases and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of performed by Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b) Other than as described on Schedule 3.212.20, none of the Leases and Contracts has been modified, amended, assigned or transferred and each of the Leases and Contracts which are included in Assumed Liabilities is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party thereto. (c) Other than as described on Schedule 3.212.20, no event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by any party under any of the Leases and ContractsContracts which are part of the Assumed Liabilities, and Seller Sellers shall do no act nor omit to do any act which would cause such a default or breach. There are no counterclaims or offsets under any of the Leases and ContractsContracts which are part of the Assumed Liabilities. (d) Except as set forth on Schedule 3.21, there There does not exist, and between the date hereof and the Closing Date Seller Sellers will not grant or suffer, any security interest, lien, encumbrance, mortgage or claim of others created or suffered to exist on any interest created under any of the Leases or ContractsContracts which are part of the Assumed Liabilities. (e) None of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of Purchaser. (f) Except as identified on Schedule 3.21, 2.20 hereto, none of the Leases and Contracts is: (1) a capitalized lease within the meaning of generally accepted accounting principles; or (2) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty. (g) Other than as described on Schedule 3.212.20, the assignment to Purchaser of the Leases and Contracts (to constituting the extent that such are assigned hereunder) Assumed Liabilities will not cause a default under, alter or terminate any of the Leases and Contracts, and such assignment will confer all Seller's Sellers' rights thereunder to Purchaser except for those consents described on Schedule 3.21, 2.20 not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on Schedule 3.21, 2.20 hereto, the assignment to Purchaser of the Leases and Contracts (to constituting the extent that such are assigned hereunder) Assumed Liabilities does not require any consents. (h) Any leases of space or real property to third parties are set forth or described (if they are oral) on Schedule 2.20. Each of such third party leases is in full force and effect and in each case free and clear of all Liens and free from defaults and events which with the passage of time or notice or both would constitute a default (by landlord or tenant thereunder). Neither Seller has provided true and correct copies transferred, assigned, hypothecated, pledged or encumbered any of its rights under any of such leases. Except as set forth on Schedule 2.20, (i) none of the Leases third party leases grant any options or other rights to the tenant thereunder to purchase any real property interest of Sellers, and Contracts(ii) no person has any option, including true, correct and complete copies right of possession or interest of any and all written modifications and interpretations thereof and descriptions kind in or to any real property interest of Sellers. Sellers have no outstanding obligations under any and all oral modifications and interpretations thereofof such leases including without limitation any obligations to make any repairs or improvements or renovations (whether such repairs or improvements or renovations are to be made prior to or after the Closing Date). There are no outstanding negotiations with any such lessees regarding any matter relating to the leased space.

Leases and Contracts. (a) 6.15.1 Schedule 3.21 hereto sets forth 1.42 is a true and complete and accurate list of all contracts, agreements, purchase orders, leases, subleases, options the Leases and commitments, oral or writtenContracts required by Section 1.42 to be listed thereon, and all assignments, amendments, schedules, exhibits true and appendices thereof, affecting complete copies (or relating to any asset, summaries in the Business, or any interest therein, to which Seller is a party or by which Seller or the Assets is bound or affected, including without limitation, service contracts, management agreements, equipment leases, leases case of space and ground leases pertaining to any real estate that involve commitments in excess of $2,500 (collectively the "oral Leases and Contracts" ) of all such Leases and individually Contracts listed on Schedule 1.42 have been made available to Purchaser. Schedule 1.42 indicates which of the Leases and Contracts listed thereon require a "Lease third party consent in order to be transferred or assigned to Purchaser. 6.15.2 Except in connection with assigning the Leases and Contract"). Except Contracts to Purchaser or as set forth on Schedule 3.21, all Leases and Contracts are valid and in full force, and there does not exist any default or event that notice or lapse of time, or both, would constitute a default or event of acceleration under any of these Leases and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b) Other than as described on Schedule 3.211.42, none of the Leases and Contracts listed thereon has been modified, amended, assigned or transferred and each since January 1, 1998, except in the ordinary course of the Business. Each of the Leases and Contracts is in full force and effect and is valid, constitutes a valid and binding and obligation of Seller enforceable against Seller in accordance with its respective terms on and, to Seller's Knowledge, enforceable against each other Person who is a party theretothereto in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws presently or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (c) Other than as described on Schedule 3.21, no 6.15.3 No event or condition has happened occurred or presently exists which constitutes a Material default or breach or, after notice or lapse of time or both, would constitute a Material default or breach by Seller, or to Seller's Knowledge, any other party thereto, under any of the Leases and Contracts, and Seller shall do no act nor omit to do any act which would cause such a default or breach. There are no Material counterclaims or offsets existing as of the date of this Agreement under any of the Leases and ContractsContracts which are part of the Assumed Liabilities. (d) Except as set forth on Schedule 3.21, there 6.15.4 There does not exist, and between the date hereof and the Closing Date Seller Closing, there will not grant be granted or suffersuffered, any security interest, lien, encumbrance, mortgage encumbrance or claim of others created or suffered to exist on any interest of Seller created under any of the Leases and Contracts other than pursuant to the terms of any such Lease or ContractsContract, the Permitted Encumbrances or the Assumed Liabilities. (e) None 6.15.5 No purchase commitment of or for the Business is in excess of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of PurchaserBusiness' ordinary requirements. (f) 6.15.6 Except as identified on Schedule 3.21, hereto1.42, none of the Leases and Contracts leases set forth on Schedule 1.42 is: (1i) a capitalized lease within the meaning of (as defined by generally accepted accounting principles); or (2ii) a lease with a remaining term of one (1) year or more from Closing Date and which cannot be canceled within thirty (30) days at the option of Seller without penalty; or (iii) a lease containing an option to purchase. (g) Other than 6.15.7 Except as described set forth on Schedule 3.211.42, the assignment to Purchaser of the Leases and Contracts (to constituting the extent that such are assigned hereunder) Assumed Contracts will not cause a default underresult in a\ default, alter alteration or terminate termination under any of the such Leases and Contracts, and such assignment will confer all of Seller's rights thereunder to Purchaser Purchaser. 6.15.8 Schedule 6.15.8 sets forth all independent sales representatives, environmental consultants, technical consultants and independent technical contractors or independent technical representatives (collectively, the "Contractors") utilized by Seller primarily in the operation of the Business in 1998 or 1999. To Seller's Knowledge, except for those consents described on Schedule 3.21, not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on in Schedule 3.216.15.8, heretonone of such Contractors necessary to operate the Business as presently conducted intends to terminate his or her contract with Seller, nor does Seller have any present intention to terminate the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) does not require any consents. Seller has provided true and correct copies of the Leases and Contracts, including true, correct and complete copies contract of any and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereofContractor necessary to operate the Business as presently conducted.

Leases and Contracts. (a1) Schedule 3.21 Exhibit 4.11 attached hereto sets forth a complete and accurate list of all contracts, including the Program Contracts, agreements, purchase orders, leases, subleases, options and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, affecting or relating to the Business or any asset, the Business, Asset or any interest therein, to which either Seller is and/or Shareholders are a party or by which Seller Seller, the Assets or the Assets is Business are bound or affected, including including, without limitation, service contracts, management agreements, equipment leases, leases of space and ground building leases pertaining to any real estate that involve commitments in excess part of $2,500 the Real Estate (collectively collectively, the "Leases and Contracts" and individually a "Lease and Contract"). For each contract listed on Exhibit 4.11, oral or written, the key terms of such contract are briefly summarized. Except as set forth on Schedule 3.21for the Assumed Liabilities, all Leases and Contracts are valid and in full force, all other obligations and there does not exist any default or event that notice or lapse of time, or both, would constitute a default or event of acceleration under any of these Leases liabilities relating to the Assets and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of the Business shall be retained by Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b2) Other than as described on Schedule 3.21, none None of the Leases and Contracts has been modified, amended, or, to the best knowledge of Shareholders and Seller, assigned or transferred transferred, and each of the Leases and Contracts is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party theretoterms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity. (c3) Other than as described on Schedule 3.21To the best knowledge of Seller and Shareholders, no event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by any party under any of the Leases and Contracts, and Seller shall do no act nor omit to do any act which would cause such a default or breach. There are no counterclaims or offsets under any of the Leases and Contracts. (d4) Except as set forth on Schedule 3.21, there There does not exist, and between the date hereof and the Closing Date Seller will not grant or suffer, exist any security interest, lien, encumbrance, mortgage encumbrance or claim of others created or suffered to exist on any interest created under any of the Leases and Contracts (except for those that result from or Contractsrelate to leased Assets or to landlord's mortgagees or lenders). (e5) None No purchase commitment by Seller is in excess of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of PurchaserSeller's ordinary business requirements. (f6) Except as identified on Schedule 3.21, hereto, none Assignment to Buyer of the those Leases and Contracts is: (1) a capitalized lease within the meaning of generally accepted accounting principles; or (2) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty. (g) Other than as described on Schedule 3.21, the assignment to Purchaser constituting part of the Leases and Contracts (to the extent that such are assigned hereunder) Assumed Liabilities will not cause a default underdefault, alter or terminate any of the such Leases and Contracts, and such assignment will confer and convey all of Seller's rights thereunder to Purchaser except for those consents described on Schedule 3.21, not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on Schedule 3.21, hereto, the assignment to Purchaser of the Leases and Contracts (to the extent that such are assigned hereunder) does not require any consents. Seller has provided true and correct copies of the Leases and Contracts, including true, correct and complete copies of any and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereofBuyer.

Leases and Contracts. (a1) Schedule 3.21 Exhibit 4.14 hereto sets forth a complete and accurate list of all contracts, agreements, purchase orders, service contracts, management agreements, equipment leases, leases of space, and ground leases, leases, subleases, options and commitments, oral or written, and all assignments, amendments, schedules, exhibits and appendices thereof, affecting or relating to any asset, the Business, Asset or any interest therein, to which Seller is a party or by which Seller Seller, the Hospital or the Assets is are bound or affectedaffected (collectively, including without limitation, service contracts, management agreements, equipment leases, leases of space and ground leases pertaining to any real estate that involve commitments in excess of $2,500 (collectively the "LEASES AND CONTRACTS"). Said Exhibit also indicates which of the Leases and Contracts are to be assumed by Buyer (herein, the "ASSUMED CONTRACTS") and whether the assignment and assumption of such Assumed Contracts require the consent of any third party. Seller will provide or cause to be provided to Buyer a copy of all written Leases and Contracts" , and individually a "Lease detailed summary of the provisions of all oral Leases and Contract")Contracts, prior to Closing. Except as set forth on Schedule 3.21for Assumed Contracts, all Leases and Contracts are valid and in full force, all other obligations relating to the Assets and there does not exist any default the business of Seller shall be retained and paid or event that notice or lapse of time, or both, would constitute a default or event of acceleration under any of these Leases and Contracts. Except as set forth on Schedule 3.21, no officer, director or key employee of performed by Seller, nor any spouse, child or relative of any of these persons owns or has any interest, directly or indirectly, in connection with the Leases and Contracts. (b2) Other than as described on Schedule 3.21, none None of the Leases and Contracts has been modified, amended, assigned or transferred transferred, except as noted on Exhibit 4.14, and each of the Leases and Contracts is in full force and effect and is valid, binding and enforceable in accordance with its respective terms on each party thereto.terms; (c3) Other than as described on Schedule 3.21, no No event or condition has happened or presently exists which constitutes a default or breach or, after notice or lapse of time or both, would constitute a default or breach by any party under any of the Leases and ContractsContracts (other than with respect to those notes payable listed on Exhibit 1.4 (1) which shall be paid in full by Seller at Closing), and Seller shall do no act nor omit to do any act which would cause such a default or breach. There are no counterclaims or offsets under any of the Leases and Contracts.Contracts which are part of the Assumed Liabilities; (d4) Except as set forth on Schedule 3.21, there There does not exist, and between the date hereof and the Closing Date Seller will not grant or suffer, exist any security interest, lien, encumbrance, mortgage encumbrance or claim of others created or suffered to exist on any interest created under any of the Leases or and Contracts.; (e5) None No purchase commitment by Seller is in excess of the Leases or Contracts shall be amended in any material respect between the date hereof and the Closing Date without the prior written consent of Purchaser.Seller's ordinary business requirements; (f6) Except as expressly identified on Schedule 3.21, heretoExhibit 4.14, none of the Leases and Contracts is: (1i) a capitalized lease within the meaning of generally accepted accounting principles; or (2ii) a lease with a remaining term of one (1) year or more from Closing and which cannot be canceled within thirty (30) days at the option of Seller without penalty; or (iii) a lease containing an option to purchase. (g7) Other than Except as described specifically set forth on Schedule 3.21Exhibit 4.14, the assignment to Purchaser Buyer of the Leases and Assumed Contracts (to the extent that such are assigned hereunder) will not cause a default underdefault, alter or terminate any of the Leases and Assumed Contracts, and such assignment will confer all Seller's rights thereunder to Purchaser except for those consents described on Schedule 3.21Buyer, not received by the Closing Date which were waived by Purchaser in writing. Other than as set forth on Schedule 3.21without resulting penalty, hereto, the assignment to Purchaser of the Leases and Contracts premium or variation. (to the extent that such are assigned hereunder) does not require any consents. 8) Seller has provided true and correct copies no outstanding obligations to make any repairs or improvements or renovations under any leases of office space or other space included in the Leases and Contracts, including truewithout limitation any obligations other than normal repairs and maintenance. There are no outstanding negotiations with any such lessees regarding any matter relating to the leased space. Except for those tenants in possession of the Real Estate under Leases and Contracts, correct there are no parties in possession of, or claiming any possession, adverse or not, to or other interest in, any portion of the Real Estate as lessees, tenants at sufferance, trespassers or otherwise. No tenant is entitled to any rebate, concession or free rent, other than as set forth in the Lease or Contract with such tenant. No rents due under any of the Leases and complete copies Contracts have been assigned or hypothecated to, or encumbered by, any person. (9) Except as identified on Exhibit 4.14: (a) There are no contracts, agreements or arrangements, direct or indirect, providing for payments based in any manner on the revenues, purchases or profits of Seller or the Hospital; and (b) There are no contracts, agreements or arrangements, direct or indirect, with referral sources to the Hospital. (10) The performance after Closing of obligations under the Leases and Contracts will not violate any law, rule, regulation or judgment applicable to the business of the Hospital or to the subject matter of or parties to the Leases and all written modifications and interpretations thereof and descriptions of any and all oral modifications and interpretations thereofContracts.