Common use of LIST OF CONTRACTS AND OTHER DATA Clause in Contracts

LIST OF CONTRACTS AND OTHER DATA. Schedule 2.13 sets forth the ------------- following information with respect to the properties and assets of Xxxxxxxxx, other than the Excluded Assets (indicating in each case, where appropriate, whether or not consent by a third party is required for the transfer by Xxxxxxxxx of such properties and assets to the Company): 2.13.1 a description of all real property leased by Xxxxxxxxx and all leases of real property to which Xxxxxxxxx is a party; 2.13.2 a list of all personal property owned of record or beneficially by Xxxxxxxxx having a value per item or group of items in excess of $1,000 and all leases of personal property, licenses, permits, franchises, concessions, certificates of public convenience or the like to which Xxxxxxxxx is a party; 2.13.3 a list of (i) all United States and foreign patents, trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights and copyright registrations, unexpired as of the date hereof, all United States and foreign applications pending on said date for patents, for trademark or trade name registrations, for service xxxx registrations, or for copyright registrations, and all trademarks, trade names, service marks, labels and other trade rights in use on said date, all of the foregoing being owned in whole or in part as noted thereon on said date by Xxxxxxxxx, (ii) a description of all action taken by Xxxxxxxxx to protect all tradenames used by it, and (iii) all licenses granted by or to Xxxxxxxxx and all other agreements to which Xxxxxxxxx is a party, which relate in whole or in part to any items of the categories mentioned in clause (i) above or to any other proprietary rights, whether owned by Xxxxxxxxx or otherwise; 2.13.4 a list of all existing contracts and commitments to which Xxxxxxxxx is a party or by which Xxxxxxxxx or any of its respective properties or assets is bound, except for Immaterial Contracts. "Immaterial Contracts" shall mean contracts which (i) no party thereto is a physician, physician group or other referral source to a UHS Facility, and is not a third party payor contract and is not a real estate lease and (ii) requires payment by --- Xxxxxxxxx of less than $100,000 per year; and

LIST OF CONTRACTS AND OTHER DATA. Schedule 2.13 sets forth the ------------- following information with respect to the properties and assets of XxxxxxxxxSummxxxxx, other xxher than the Excluded Assets (indicating in each case, where appropriate, whether or not consent by a third party is required for the transfer by Xxxxxxxxx of Summxxxxx xx such properties and assets to the Company): 2.13.1 a description of all real property leased by Xxxxxxxxx and Summxxxxx xxx all leases of real property to which Xxxxxxxxx is Summxxxxx xx a party; 2.13.2 a list of all personal property owned of record or beneficially by Xxxxxxxxx having Summxxxxx xxxing a value per item or group of items in excess of $1,000 and all leases of personal property, licenses, permits, franchises, concessions, certificates of public convenience or the like to which Xxxxxxxxx is Summxxxxx xx a party; 2.13.3 a list of (i) all United States and foreign patents, trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrationsmark xxxistrations, copyrights and copyright registrations, unexpired as of the date hereof, all United States and foreign applications pending on said date for patents, for trademark or trade name registrations, for service xxxx registrationsmark xxxistrations, or for copyright registrations, and all trademarks, trade names, service marks, labels and other trade rights in use on said date, all of the foregoing being owned in whole or in part as noted thereon on said date by XxxxxxxxxSummxxxxx, (iixi) a description of all action taken by Xxxxxxxxx to Summxxxxx xx protect all tradenames used by it, and (iii) all licenses granted by or to Xxxxxxxxx and Summxxxxx xxx all other agreements to which Xxxxxxxxx is Summxxxxx xx a party, which relate in whole or in part to any items of the categories mentioned in clause (i) above or to any other proprietary rights, whether owned by Xxxxxxxxx or Summxxxxx xx otherwise; 2.13.4 a list of all existing contracts and commitments to which Xxxxxxxxx is Summxxxxx xx a party or by which Xxxxxxxxx or Summxxxxx xx any of its respective properties or assets is bound, except for Immaterial Contracts. "Immaterial Contracts" shall mean contracts which (i) no party thereto is a physician, physician group or other referral source to a UHS Facility, and is not a third party payor contract and is not a real estate lease and (ii) requires payment by --- Xxxxxxxxx of Summxxxxx xx less than $100,000 per year; and

LIST OF CONTRACTS AND OTHER DATA. Schedule 2.13 sets forth the ------------- following information with respect to the properties and assets of Xxxxxxxxxsuch Party, other than the Excluded Assets (indicating in each case, where appropriate, whether or not consent by a third party is required for the transfer by Xxxxxxxxx of such properties and assets to the Company): 2.13.1 a description of all real property leased by Xxxxxxxxx such Party and all leases of real property to which Xxxxxxxxx such Party is a party; 2.13.2 a list of all personal property owned of record or beneficially by Xxxxxxxxx such Party having a value per item or group of items in excess of $1,000 and all leases of personal property, licenses, permits, franchises, concessions, certificates of public convenience or the like to which Xxxxxxxxx such Party is a party; 2.13.3 a list of (i) all United States and foreign patents, trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights and copyright registrations, unexpired as of the date hereof, all United States and foreign applications pending on said date for patents, for trademark or trade name registrations, for service xxxx registrations, or for copyright registrations, and all trademarks, trade names, service marks, labels and other trade rights in use on said date, all of the foregoing being owned in whole or in part as noted thereon on said date by Xxxxxxxxxsuch Party, (ii) a description of all action taken by Xxxxxxxxx such Party to protect all tradenames used by it, and (iii) all licenses granted by or to Xxxxxxxxx such Party and all other agreements to which Xxxxxxxxx such Party is a party, which relate in whole or in part to any items of the categories mentioned in clause (i) above or to any other proprietary rights, whether owned by Xxxxxxxxx such Party or otherwise; 2.13.4 a list of all existing contracts and commitments to which Xxxxxxxxx such Party is a party or by which Xxxxxxxxx such Party or any of its respective properties or assets is bound, except for Immaterial Contracts. "Immaterial Contracts" shall mean contracts which (i) no party thereto is a physician, physician group or other referral source to a UHS Facility, and is not a third party payor contract and is not a real estate lease and (ii) requires payment by any Party to such --- Xxxxxxxxx contract of less than $100,000 per year; and

LIST OF CONTRACTS AND OTHER DATA. Schedule 2.13 2.14 sets forth the ------------- following information with respect to all of the properties and assets of Xxxxxxxxx, other than each of the Excluded Assets HGA Affiliates relating to the Facilities (indicating in each case, where appropriate, whether or not where consent by a third party is required for the transfer by Xxxxxxxxx of such properties and assets to the Companyapplicable Buyer): 2.13.1 2.14.1 a description of all real property owned of record or leased by Xxxxxxxxx any of the HGA Affiliates and all leases and subleases of real property to which Xxxxxxxxx any of the HGA Affiliates is a party, any memoranda thereof and any non-disturbance agreements with tenants, subtenants, licensees or other occupants of the Facilities to which any of the HGA Facilities is a party; 2.13.2 2.14.2 a list of all personal property owned of record or beneficially by Xxxxxxxxx any of the HGA Affiliates having a value per item or group of items in excess of $1,000 500 and all leases of personal property, licenses, permits, franchises, concessions, certificates of public convenience or the like to which Xxxxxxxxx any of the HGA Affiliates is a party; 2.13.3 2.14.3 a list of (i) all United States and foreign patents, trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights and copyright registrations, unexpired as of the date hereof, all United States and foreign applications pending on said date for patents, for trademark or trade name registrations, for service xxxx registrations, or for copyright registrations, and all trademarks, trade names, service marks, labels and other trade rights in use on said date, all of the foregoing being owned in whole or in part as noted thereon on said date by Xxxxxxxxxan HGA Affiliate, (ii) a description of all action taken by Xxxxxxxxx each of the HGA Affiliates to protect all tradenames used by itany of them, and (iii) all licenses granted by or to Xxxxxxxxx any of the HGA Affiliates and all other agreements to which Xxxxxxxxx any of the HGA Affiliates is a party, which relate in whole or in part to any items of the categories mentioned in clause (i) above or to any other proprietary rights, whether owned by Xxxxxxxxx any of the HGA Affiliates or otherwise; 2.13.4 2.14.4 other than the Employee Benefit Plans, all of which are listed on Schedule 2.21.1 hereto, a list of all existing contracts and commitments to which Xxxxxxxxx any of the HGA Affiliates is a party or by which Xxxxxxxxx any of the HGA Affiliates or any of its their respective properties or assets is bound, except for Immaterial Contracts. "Immaterial Contracts" shall mean contracts or commitments which (i) no party thereto is a physician, physician group or other referral source are not material to a UHS Facility, and is not a third party payor contract and is not a real estate lease the business of the Facilities and (iia) requires involve the payment by --- Xxxxxxxxx or to any of the HGA Affiliates of less than $100,000 per year10,000 with respect to any one contract or commitment, or $25,000 with respect to any group of related contracts or commitments, or (b) contracts or commitments which are freely terminable by any HGA Affiliate upon thirty (30) days notice without penalty or charge; and 2.14.5 other than the Employee Benefit Plans, all of which are listed on Schedule 2.21.1 hereto, a list of all employment, consulting and separation agreements, executive compensation plans, bonus plans, incentive compensation plans, deferred compensation agreements, employee pension plans or retirement plans, employee profit sharing plans, employee stock purchase and stock option plans and hospitalization insurance or other plans or arrangements providing for benefits for employees or former employees of any of the HGA Affiliates. True and complete copies of all documents, including all amendments thereto, referred to in this Section 2.14 have been made available to Buyers. Except as set forth on Schedule 2.14, all documents, rights, obligations and commitments referred to in this Section 2.14 are valid and enforceable in accordance with their terms for the period stated therein and there is not under any of them any existing breach, default, event of default or event which with the giving of notice or lapse of time, or both, would constitute a default by any of the HGA Affiliates or to the Sellers' knowledge by any other party thereto, nor, except as set forth on Schedule 2.14, has any party thereto given notice of or made a claim with respect to any breach or default. To the Sellers' knowledge, there are no existing laws, regulations or decrees which adversely affect any of such documents, rights, obligations or commitments other than laws, regulations or decrees which generally affect entities conducting businesses substantially similar to the businesses conducted by the HGA Affiliates. Except as set forth on Schedule 2.14, no part of the business or operations of any of the HGA Affiliates with respect to the Facilities is dependent to any material extent on any patent, trademark, copyright, or license or any assignment thereof or any secret processes or formulae. Except as set forth on Schedule 2.14, none of the rights of any HGA Affiliate under such documents, rights, obligations or commitments is subject to termination or modification as a result of the transactions contemplated hereby.