Listed Contracts. (a) Except for any default that would not, individually or in the aggregate with any other defaults, have a Material Adverse Effect (i) neither the Company nor any of the Subsidiaries is in default under any Listed Contract to which the Company or any of the Subsidiaries is a party or by which it or any of its respective properties or assets are bound nor, to the knowledge of the Company, is any other party thereto in default thereunder, and (ii) no event has occurred that with the lapse of time or the giving of notice or both would constitute a default under any such Listed Contract by the Company or any of the Subsidiaries or, to the knowledge of the Company, any other party. No party to any such Listed Contract has given written notice to the Company or any of the Subsidiaries of, or made a claim against the Company or any of the Subsidiaries with respect to, any breach or default under any such Listed Contract, in any such case, where such breach or default would have a Material Adverse Effect. Assuming the Listed Contracts have been duly authorized, executed and delivered by the respective other parties thereto, except as would not have a Material Adverse Effect, the Listed Contracts are valid, binding and enforceable obligations of the Company, the Subsidiaries and the other parties thereto, subject to the Enforceability Exceptions. Schedule 4.18 of the Disclosure Schedule sets forth the following contracts and agreements (the "Listed Contracts"):
(i) each contract and agreement (other than (A) contracts and agreements otherwise made available or otherwise disclosed to Parent pursuant to the terms of this Agreement and (B) supplier and vendor contracts), whether or not made in the ordinary course of business, that contemplates an exchange of consideration with a value of more than $1,000,000 in the aggregate, on an annual basis, in each case determined by the revenue received under each such contract during the 12-month period ended June 30, 2005 (except for insurance services group customer contracts, which are based upon revenue received under each contract during the fiscal year ended December 31, 2004);
(ii) all contracts and agreements under which the Company or any Subsidiary provides or receives laboratory management services or specimen collection services;
(iii) all contracts and agreements with group purchasing organizations, managed care companies, and third party payors (except for contracts with LabCard(R) customers which shall be set fo...
Listed Contracts. The Purchaser has delivered or caused to be delivered to the Company correct and complete copies (or written summaries of the material terms of oral agreements or understandings) of each agreement, instrument, and commitment which comprise the Listed Contracts, listed on Exhibit A, each as amended to date. Each Listed Contract is a valid, binding and enforceable obligation of the Purchaser, and, to the Purchaser's knowledge, of the other party or parties thereto, and is in full force and effect. Neither the Purchaser is nor, to the Purchaser's knowledge, is any other party thereto, (nor is the Purchaser considered by any other party thereto to be) in breach of or noncompliance with any term of any Listed Contract (nor is there any basis for any of the foregoing), except for any breaches or noncompliances that singly or in the aggregate would not have a Material Adverse Effect. Other than in the ordinary course of business, no claim, change order, request for equitable adjustment, or request for contract price or schedule adjustment, between the Purchaser and any supplier, customer or any other person, relating to any Listed Contract is pending or, to the Purchaser's knowledge, threatened, nor is there any basis for any of the foregoing. Each Listed Contract is assignable by the Purchaser to the Company without the consent of any other person.
Listed Contracts. 3.16(a) KKR Partners.....................................................................
Listed Contracts. (a) Other than Immaterial Contracts, Schedule 4.12(a) lists all commitments, contracts, leases, licenses and other agreements (including agreements for the borrowing of money or the extension of credit), whether written or oral, to which Seller or any of the Businesses is a party or by which Seller, the Businesses or any of the Assets are bound including the Program Agreements (the “Listed Contracts”); provided, that with respect to UPHP, UPMC, MCMCA, Ice Lake, Ontonagon, Chippewa and Peninsula InfoMed, L.L.C., the term Listed Contracts is limited to those commitments, contracts, leases, licenses and other agreements available to Seller after making a commercially reasonable effort to obtain all commitments, contracts, leases, licenses and other agreements of such entities. Notwithstanding the foregoing, the term “Listed Contracts” shall include, whether written or oral, all agreements: (i) pursuant to which Seller has any interest as a lessor, lessee, licensor or licensee in and to any portion of the Real Estate; (ii) concerning payment, performance of services or delivery of goods, regardless of amount, with any referral source, including all physicians and healthcare providers; (iii) with any labor union or collective bargaining group or organization; (iv) with one or more directors, trustees, stockholders, partners, affiliates or officers of Seller or any of the Businesses; and (v) that prohibit or restrict competition or the conduct of any lawful business by Seller. Seller has delivered to Buyer true and complete copies of all Listed Contracts, including any and all amendments and other modifications thereto.
(b) Except as listed on Schedule 4.12(b): (i) all of the Listed Contracts are in full force and effect; (ii) the Listed Contracts constitute valid and legally binding obligations of Seller or the Businesses, as applicable, and, to the knowledge of Seller, of the other parties thereto and are enforceable in accordance with their terms against Seller or the Businesses, as applicable, and, to the knowledge of Seller, against the other parties thereto, except as enforceability may be limited, restricted or delayed by applicable bankruptcy or other Legal Requirements affecting creditor’s rights and debtor’s relief generally and except as enforceability may be subject to general principles of equity; (iii) Seller or each of the Businesses, as applicable, is and has been in compliance in all material respects with the terms and requirements of each List...
Listed Contracts. 24 SECTION 4.19 Insurance...........................................25 SECTION 4.20
Listed Contracts. Section 3.15 of the Disclosure Schedule sets forth a list of all the following Contracts (the “Listed Contracts”) to which any Company Member is a party or by which it is (or its assets are) bound or to which any Company Member is subject:
(a) any material agreement that requires payment by any party thereto of more than ***** annually;
(b) all partnership, joint venture, tax sharing or similar agreements providing for a sharing of profits, losses, costs or liabilities between a Company Member and a third party;
(c) any agreement that cannot be terminated by a Company Member upon ninety (90) days’ notice or less without the payment of any material penalty or material termination fee;
(d) any collective bargaining agreement or other Contract with any labor union or labor organization;
(e) any Contract involving the settlement of any (i) material Action, (ii) any Action with a payment obligation in excess of ***** entered into during the past five (5) years, or (iii) any Action for which there are continuing obligations, excepting confidentiality;
(f) any Contract with a Related Party (other than ordinary course employment arrangements);
(g) any Contract under which any Company Member has created, incurred, assumed or guaranteed any Indebtedness or under which any Company Member has granted a Lien on any of its assets, tangible or intangible;
(h) any guarantee of the obligations of customers, suppliers, officers, directors, employees, Affiliates or others or any Contract the primary purpose of which is an indemnification obligation on the part of any Company Member;
(i) any Contract under which any Company Member has advanced or loaned any amount to any of its directors, officers and employees;
(j) any “standstill” or similar Contract that restricts any Company Member’s right to acquire any security or business;
(k) any Contract with a Governmental Authority, excluding Contracts for subscription services that are on substantially the same terms as Contracts with non-Governmental Authority customers;
(l) any Contract for the employment, or engagement directly as an independent contractor, of any individual, on a full-time or part-time basis, that (i) provides for annual compensation in excess of ***** or (ii) cannot be terminated at will without payment of severance or other penalty;
(m) any Contract between any Company Member and any employee, or any individual engaged directly as an independent contractor, pursuant to which: (i) benefits would vest, amount...
Listed Contracts. As of the date hereof, except for Contracts listed in Section 3.17(i) of the Parent Disclosure Letter, Parent and its Subsidiaries are not a party to or bound by any material Contract (each, together with each Contract required to be disclosed on the Parent Disclosure Letter pursuant to any of the representations and warranties in this Article 3, a "Parent Listed Contract"), including the following Contracts (whether or not material):
(a) any distributor, sales, reseller, advertising, agency, original equipment manufacturer, sales representative, joint marketing, joint development or joint venture Contract;
(b) any continuing Contract for the purchase of materials, supplies, equipment or services that involves the payment by Parent or any of its Subsidiaries of more than $200,000 over the life of the Contract;
(c) any Contract pursuant to which Parent or any of its Subsidiaries is obligated to provide services at a price fixed before performance of such services (but excluding warranty and maintenance Contracts);
(d) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP;
(e) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities of any other Person;
(f) any Contract for any capital expenditure in excess of $150,000 individually or $500,000 in the aggregate;
(g) any Contract in accordance with which Parent or any of its Subsidiaries is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property and involving in the case of any such Contract more than $50,000 over the life of the Contract;
(h) any Contract in accordance with which Parent or any of its Subsidiaries is a lessor or lessee of any real property;
(i) any Contract providing rights to or that are based upon any Parent or any of its Subsidiaries' Intellectual Property, including Customer License Agreements, and (2) any Contract providing for the development of any Software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property for Parent or any of its Subsidiaries, or providing for the purchase by or license to (or for the benefit or use of) Parent or any of its Subsidiaries of any Softwar...
Listed Contracts. (a) Section 4.15(a) of the Company Disclosure Schedule lists each Listed Contract with any provisions presently in effect, and such list indicates each subsection of this Section 4.15(a) that applies to such Listed Contract. The Company has made available to Parent a true, correct and complete copy of each Listed Contract. “Listed Contracts” means the following Contracts to which the Company or a Company Subsidiary is a party:
Listed Contracts. Schedule 3.14 sets forth a correct and complete list (copies of which have been made available and delivered to Buyer) of every contract, agreement, personal property lease or commitment (including, without limitation, promissory notes, loan agreements, and other evidence of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements), to which any of the Companies is a party or by which any of the Companies is bound pursuant to which obligations thereunder of either party thereto are, or are contemplated as being, (i) involving the receipt or payment by any of the Companies of an amount in excess of $100,000 following the Closing Date, (ii) such that the termination or breach of such contract could have a Material Adverse Effect on the Company, or (iii) involving the lease by any of the Companies, as lessee or lessor, of any real property (each a “Listed Contract,” and collectively, the “Listed Contracts”), correct and complete copies of which, or in the case of oral agreements, complete descriptions, previously have been made available. The Companies are neither in default, nor has any event occurred that, with the giving of notice or the passage of time or both, would constitute a default by any of the Companies, under any Listed Contract and, to the Knowledge of the Company, no event has occurred that, with the giving of notice or the passage of time, or both would constitute a default by any other party to any such Listed Contract; provided, however, any defaults, by either one of the Companies or any third party, that could not result individually or in the aggregate in a Material Adverse Effect are excluded from the scope of this representation. Except as set forth on Schedule 3.14 and except as shall not individually or in the aggregate have a Material Adverse Effect, each of the Listed Contracts is in full force and effect, is valid and enforceable in accordance with its terms and is not subject to any claims, charges, set-offs or defenses. Immediately following the completion of the transactions contemplated herein and except as shall not have a Material Adverse Effect, each of the Listed Contracts (other than the Company Credit Agreement and the Company Dealer Agreements unless all consents have been obtained) shall continue to be in full force and effect, be valid, binding and enforceable in accordance with their terms and not be subject to any claims, charges, set-offs or defens...
Listed Contracts. “Listed Contracts” is defined in Section 2.11(a).
