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. (a) Other than Immaterial Contracts, Schedules 1.1(f) and 1.2(e) list all commitments, contracts, leases and agreements, whether written or oral, to which Seller Group is a party or by which any of Seller Group, the Facilities or any of the Assets are bound including the Program Agreements (the “Listed Contracts”). Notwithstanding the foregoing, the term “Listed Contracts” shall include, whether written or oral, all agreements: (i) pursuant to which Seller Group has any interest as a lessor, lessee, licensor or licensee of real property; (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 Group; and (v) that prohibit or restrict competition or the conduct of any lawful business by Seller Group. Seller Group has delivered to Buyer copies of all Listed Contracts.
(b) Except as listed on Schedule 4.7(b): (i) each of the Assumed Contracts are in full force and effect; (ii) each of the Assumed Contracts constitutes valid and legally binding obligations of Seller Group and, to the knowledge of Seller Group, of the other parties thereto and are enforceable in accordance with their terms against Seller Group and, to the knowledge of Seller Group, 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 general principles of equity; (iii) each of Seller Group is and has been in material compliance with the terms and requirements of each Assumed Contract; (iv) each other party that has or had any obligation or liability under any Assumed Contract is and has been in material compliance with the terms and requirements of such Assumed Contract; (v) to Seller Group’s knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assumed Contract; (vi) Seller Group has not failed to give any notices required pursuant to any of the Assumed Contracts ...
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) 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. 24 SECTION 4.19 Insurance...........................................25 SECTION 4.20
Listed Contracts. “Listed Contracts” is defined in Section 2.11(a).
Listed Contracts. 1 All current contracts with customers listed in the Customer Database;
Listed Contracts. Section 3.11 of the Disclosure Schedule sets forth a list of all the following agreements (other than any Benefit Plans listed on Section 3.15(a) of the Disclosure Schedule) (such Contracts listed or required to be listed on Section 3.11 of the Disclosure Schedule together with the IP Agreements, collectively the “Listed Contracts”) to which the Company is a party or by which it is bound or to which the Company is subject:
(a) any Contract with a Material Customer;
(b) any Contract with a Material Supplier;
(c) any Labor Agreement;
(d) any Contract involving the settlement of any Action to which any unpaid amounts or future obligations remain;
(e) any Contract with a Related Party (other than ordinary course employment arrangements and equity arrangement in the forms made available to Buyer in respect of the Equity Interests set forth on Section 3.2 of the Disclosure Schedule);
(f) any Contract under which the Company has created, incurred, assumed or guaranteed any Indebtedness;
(g) any Contract under which the Company has advanced or loaned any amount to any Person, including any current or former director, officer, employee or other individual service provider;
(h) any Contract relating to joint ventures, strategic alliances, partnerships or similar arrangements;
(i) any Contract relating to the acquisition or disposition of any business, Equity Interests or material assets of any Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise);
(j) any Contract that (i) limits or purports to limit in any respect the freedom of the Company to compete in any line of business or with any Person or in any area or (ii) contains any (A) exclusivity rights, (B) rights of first refusal, rights of first offer, rights of first negotiation or similar rights with respect to any material asset, right or property, (C) minimum purchase requirements or (D) “most favored nation” or similar pricing term;
(k) any Contract that includes commitments by the Company to make capital expenditures of more than $100,000 during the period after the date of this Agreement;
(l) any Contract with any Governmental Authority;
(m) any Contract that provides for indemnification of another Person (other than ordinary course provisions for indemnification of customers on terms substantially the same as such indemnification terms in the form customer Contract of the Company made available to Buyer) by the Company;
(n) any Contract pursuant to which the C...
