Listed Contracts. (a) Section 2.9(a) of the Seller Disclosure Letter lists each Contract falling into any of the following categories of Contracts to which any of the Transferred Companies, as of the date hereof, is a party or by which it is bound:
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"):
Listed Contracts. 3.16(a) KKR Partners.....................................................................
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. (a) Other than Immaterial Contracts, Schedule 4.7(a) lists all commitments, contracts, leases, and agreements, whether written or oral, to which any of the Sellers is a party or by which any of the Sellers, the Business, 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 Sellers have 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 Sellers; and (v) that prohibit or restrict competition or the conduct of any lawful business by Sellers. Sellers have delivered to LifePoint Sub copies of all written Listed Contracts.
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. (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. 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:
Listed Contracts. 24 SECTION 4.19 Insurance...........................................25 SECTION 4.20
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.
