Common use of Listed Contracts Clause in Contracts

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 forth in Section 4.18(a) of the Disclosure Schedule pursuant to clause (i) of this Section 4.18(a) to the extent required to be listed pursuant to such clause); (iv) contracts and agreements with each of the Company's top 10 substance abuse testing customers determined by the revenue received from such customers during the 12-month period ended June 30, 2005; (v) each of the top ten supply agreements determined by the amounts paid by the Company during the 12-month period ended June 30, 2005; (vi) all contracts and agreements under which the Company or any Subsidiary referred specimens to a third party for testing that involved payments made in excess of $1,000,000 during the fiscal year ending December 31, 2004; (vii) all contracts and agreements evidencing Indebtedness; (viii) any contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ix) all partnership and joint venture agreements; (x) all contracts and agreements that (A) limit or purport to limit the ability of the Company or any Subsidiary or, to the Company's knowledge, any key executives of the Company or any Subsidiary, to compete in any line of business or with any person or in any geographic area or during any period of time (except with respect to the use of information pursuant to any confidentiality or non-disclosure agreement), (B) require the Company or any Subsidiary to use any supplier or third party for all or substantially all of the Company's or the Subsidiaries' requirements or needs, (C) limit or purport to limit the ability of the Company or any Subsidiary to solicit any customers or clients of the other parties thereto, (D) require the Company or any Subsidiary to provide to the other parties thereto "most favored nations" pricing, (E) require the Company or any Subsidiary to market or co-market any clinical laboratory services or other products or services of a third party, or (F) any "take-or-pay" contract or other similar agreement or arrangement requiring the Company or any Subsidiary to make a minimum payment for goods or services from third party suppliers irrespective of usage; (xi) all executory contracts, agreements and arrangements between the Company or any of its Subsidiaries and any other party relating to the acquisition or disposition by the Company or such Subsidiary (including, without limitation, by merger, consolidation, acquisition of stock or assets or any other business combination) of any corporation, partnership, other business organization or division thereof, in each case since December 31, 2002 and for an aggregate purchase price in excess of $5,000,000; and (xii) each of the top ten contracts or arrangements between the Company or any Subsidiary and any paramedical examination company determined by the revenue received under such contracts during the 12-month period ended June 30, 2005. (b) The Company has furnished or made available to Parent a true, complete and correct copy of all written Listed Contracts, together with all amendments, waivers or other changes thereto, and has given a written description of all oral contracts included in the Listed Contracts.

Listed Contracts. (a) Except for any default that would not, individually or in Section 2.9(a) of the aggregate with any other defaults, have a Material Adverse Effect (i) neither the Company nor Seller Disclosure Letter lists each Contract falling into any of the Subsidiaries is in default under any Listed Contract following categories of Contracts to which the Company or any of the Subsidiaries Transferred Companies, as of the date hereof, 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"):bound: (i) each contract and agreement (other than (A) contracts and agreements otherwise made available or otherwise disclosed any Contract relating to Parent outstanding Indebtedness for borrowed money from third party lending sources pursuant to the terms which any Transferred Company has borrowed an amount in excess 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)1,000,000; (ii) all contracts and agreements under which the Company any joint venture, partnership or other similar Contract (including any Subsidiary provides Contract providing for joint research or receives laboratory management services or specimen collection servicesdevelopment) with any Person other than an Affiliate; (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 forth in Section 4.18(a) of the Disclosure Schedule pursuant to clause (i) of this Section 4.18(a) any Contract relating to the extent required acquisition or disposition of any business, stock or assets of any other Person or any division or line of business thereof or any real property (whether by merger, sale of stock, sale of assets or otherwise), in any such case having a value in excess of $500,000 which Contract contemplates future performance or has continuing obligations after the date hereof (but in all cases excluding Contracts relating to be listed pursuant to such clausethe acquisition or disposition of Investment Assets in conformity with the Investment Guidelines); (iv) contracts and agreements with each of the Company's top 10 substance abuse testing customers determined by the revenue received from such customers during the 12-month period ended June 30, 2005; (v) each of the top ten supply agreements determined by the amounts paid by the Company during the 12-month period ended June 30, 2005; (vi) all contracts and agreements under which the Company or any Subsidiary referred specimens to a third party for testing that involved payments made in excess of $1,000,000 during the fiscal year ending December 31, 2004; (vii) all contracts and agreements evidencing Indebtedness; (viii) any contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ix) all partnership and joint venture agreements; (x) all contracts and agreements Contract that (A) limit or purport to limit limits the ability freedom of any of the Company or any Subsidiary or, to the Company's knowledge, any key executives of the Company or any Subsidiary, Transferred Companies to compete in any line of business or with any person Person or in any geographic area or during that would so limit the freedom of Buyer or its Affiliates or any period of time (except with respect to the use of information pursuant to any confidentiality or non-disclosure agreement)Transferred Companies after the Closing, (B) require the Company contains exclusivity obligations or restrictions with respect to distribution and marketing binding on any Subsidiary to use any supplier or third party for all or substantially all of the Company's or the Subsidiaries' requirements or needs, (C) limit or purport to limit the ability of the Company or any Subsidiary to solicit any customers or clients of the other parties thereto, (D) require the Company or any Subsidiary to provide to the other parties thereto "most favored nations" pricing, (E) require the Company or any Subsidiary to market or co-market any clinical laboratory services or other products or services of a third party, or (F) any "take-or-pay" contract or other similar agreement or arrangement requiring the Company or any Subsidiary to make a minimum payment for goods or services from third party suppliers irrespective of usage; (xi) all executory contracts, agreements and arrangements between the Company Transferred Companies that would be binding on Buyer or any of its Subsidiaries and Affiliates after the Closing or (C) provides for a “most favored nation” pricing status for any party thereto; (v) any Contract for the purchase or lease of services or materials, supplies, goods, equipment or other party relating to the acquisition or disposition assets providing for aggregate annual payments by the Company or such Subsidiary (including, without limitation, by merger, consolidation, acquisition of stock or assets or any other business combination) of any corporation, partnership, other business organization or division thereof, in each case since December 31, 2002 and for an aggregate purchase price in excess Transferred Companies of $5,000,000; and (xii) each 500,000 or more or under which the Transferred Companies have made payments of the top ten contracts $500,000 or arrangements between the Company or any Subsidiary and any paramedical examination company determined by the revenue received under such contracts more during the 12-month period ended June 30ending on the Balance Sheet Date; (vi) any sales, 2005distribution, agency, services or other similar Contract providing for the sale by any of the Transferred Companies of materials, supplies, goods, services, equipment or other assets that provides for aggregate annual payments to the Transferred Companies of $500,000 or more or under which payments of $500,000 or more were made to the Transferred Companies during the 12-month period ending on the Balance Sheet Date; (vii) any Contract pursuant to which AFI or IAC (A) markets, sells or distributes Insurance Contracts issued by insurance companies other than the Insurance Subsidiaries (“Carrier Contracts”) or by the Insurance Subsidiaries (and Section 2.9(a)(vii)(A) of the Seller Disclosure Letter lists the counterparties to the Carrier Contracts), or (B) acquires, purchases or otherwise receives marketing or remarketing leads, which Contract, in the case of this subclause (B), provides for aggregate annual payments of $100,000 or more; (viii) any Contract relating to any interest rate, derivatives or hedging transaction; (ix) any material Contract that relates to the insurance policy administration, claims, underwriting or investment management functions of the Business; (x) any Contract evidencing outstanding loans to third party insurance agents, brokers or producers in excess of $1,000,000 to any individual Person; (xi) any managing general agent Contract, including those to which any Transferred Company is a party, that are either in force or with respect to which a Transferred Company has any continuing obligations; (xii) any Contract evidencing a participation by any of the Transferred Companies in any pools, syndicates or associations other than statutorily mandated pools, syndicates or associations; (xiii) any indemnity Contract (other than an Insurance Contract) pursuant to which a Transferred Company receives or is reasonably expected to receive payments, or makes or is reasonably expected to make payments, of $1,500,000 or more; (xiv) any guarantees, keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other similar agreements (excluding Insurance Agreements) made in respect of the obligations of, or for the benefit of any obligee of, any of the Transferred Companies by Seller, Parent or any of their Affiliates (other than the Transferred Companies) (“Seller Guaranties”), and any other Contract (including any “take-or-pay” or keepwell agreements) under which (A) any Person (other than a Transferred Company) has directly or indirectly guaranteed any liabilities or obligations of any of the Transferred Companies or (B) any of the Transferred Companies has directly or indirectly guaranteed any liabilities or obligations of any other Person other than a Transferred Company (in each case other than endorsements for the purpose of collection in the ordinary course of business); (xv) any Contract under which a Transferred Company has committed to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person (other than a Transferred Company), other than (A) any Investment Asset or (B) any investment in an amount less than $500,000; or (xvi) any other Contract that is material to the Transferred Companies, taken as a whole. (b) The Each Contract disclosed in the Seller Disclosure Letter or required to be disclosed therein pursuant to this Section 2.9, Section 2.11(b) (clause (b) of Intellectual Property; Information Technology) or Section 2.21 (Reinsurance Agreements) is a valid and binding agreement of the Transferred Company party thereto and, to the Knowledge of Seller, any other party thereto and is in full force and effect, and none of the Transferred Companies party thereto nor, to the Knowledge of Seller, any other party thereto is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of, or has furnished provided or received any written notice as of the date hereof of any intention to terminate, any such Contract, and, to the Knowledge of Seller, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in the termination thereof or would cause or permit the acceleration or other changes of any material right or material obligation or the loss of any material benefit thereunder. True, complete (subject to the redaction of confidential provisions) and correct copies of each such Contract (including all written modifications and amendments thereto and written waivers thereunder) in effect as of the date hereof have been made available to Parent a trueBuyer. Notwithstanding the foregoing, complete and correct copy this Section 2.9(b) shall not be deemed to be breached or inaccurate by virtue of all written Listed Contractsthe expiration or termination of any such Contract on its termination date in accordance with its terms or by any amendment, together with all amendmentswaiver, waivers termination or other changes thereto, and has given a written description action (or inaction) with respect to any such Contract not in violation of all oral contracts included in Section 4.1 during the Listed Contractsperiod from the date hereof to the Closing Date.

Listed Contracts. (a) Except for any default that would not, individually or in Section 2.9(a) of the aggregate with any other defaults, have a Material Adverse Effect (i) neither the Company nor Seller Disclosure Letter lists each Contract falling into any of the Subsidiaries is in default under any Listed Contract following categories of Contracts to which the Company or any of the Subsidiaries Companies, as of the date hereof, 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"):bound: (i) each contract and agreement (other than (A) contracts and agreements otherwise made available or otherwise disclosed any Contract relating to Parent outstanding Indebtedness for borrowed money from third party lending sources 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)any Company has borrowed any amount; (ii) all contracts and agreements under which the Company any joint venture, partnership or other similar Contract (including any Subsidiary provides Contract providing for joint research or receives laboratory management services or specimen collection servicesdevelopment) with any Person; (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 forth in Section 4.18(a) of the Disclosure Schedule pursuant to clause (i) of this Section 4.18(a) any Contract relating to the extent required to be listed pursuant to acquisition or disposition of any business, stock or assets of any other Person or any division or line of business thereof or any real property (whether by merger, sale of stock, sale of assets or otherwise), in any such clause)case having a value in excess of $10,000 which Contract contemplates future performance or has continuing obligations after the date hereof; (iv) contracts and agreements with each of the Company's top 10 substance abuse testing customers determined by the revenue received from such customers during the 12-month period ended June 30, 2005; (v) each of the top ten supply agreements determined by the amounts paid by the Company during the 12-month period ended June 30, 2005; (vi) all contracts and agreements under which the Company or any Subsidiary referred specimens to a third party for testing that involved payments made in excess of $1,000,000 during the fiscal year ending December 31, 2004; (vii) all contracts and agreements evidencing Indebtedness; (viii) any contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ix) all partnership and joint venture agreements; (x) all contracts and agreements Contract that (A) limit or purport to limit limits the ability freedom of any of the Company or any Subsidiary or, to the Company's knowledge, any key executives of the Company or any Subsidiary, Companies to compete in any line of business or with any person Person or in any geographic area or during that would so limit the freedom of Buyer or its Affiliates or any period of time (except with respect to the use of information pursuant to any confidentiality or non-disclosure agreement)Companies after the Closing, (B) require the Company contains exclusivity obligations or restrictions with respect to distribution and marketing binding on any Subsidiary to use any supplier or third party for all or substantially all of the Company's or the Subsidiaries' requirements or needs, (C) limit or purport to limit the ability of the Company or any Subsidiary to solicit any customers or clients of the other parties thereto, (D) require the Company or any Subsidiary to provide to the other parties thereto "most favored nations" pricing, (E) require the Company or any Subsidiary to market or co-market any clinical laboratory services or other products or services of a third party, or (F) any "take-or-pay" contract or other similar agreement or arrangement requiring the Company or any Subsidiary to make a minimum payment for goods or services from third party suppliers irrespective of usage; (xi) all executory contracts, agreements and arrangements between the Company Companies that would be binding on Buyer or any of its Subsidiaries and Affiliates after the Closing or (C) provides for a “most favored nation” pricing status for any party thereto; (v) any Contract for the purchase or lease of services or materials, supplies, goods, equipment or other party relating to the acquisition or disposition assets providing for aggregate annual payments by the Company or such Subsidiary (including, without limitation, by merger, consolidation, acquisition of stock or assets or any other business combination) of any corporation, partnership, other business organization or division thereof, in each case since December 31, 2002 and for an aggregate purchase price in excess Companies of $5,000,000; and (xii) each 10,000 or more or under which the Companies have made payments of the top ten contracts $10,000 or arrangements between the Company or any Subsidiary and any paramedical examination company determined by the revenue received under such contracts more during the 12-month period ended June 30preceding the date of this agreement; (vi) any sales, 2005broker, distribution, agency, services or other similar Contract providing for the sale by any of the Companies of materials, supplies, goods, services, equipment or other assets that provides for aggregate annual payments to the Companies of $10,000 or more or under which payments of $10,000 or more were made to the Companies during the 12-month period preceding the date of this Agreement; (vii) to the extent not included in clause (vi), above, any Contract (A) relating to insurance programs or products where any Company has placed business through or for a third-party agent or broker or (B) with an insurance company for which any Company has acted as agent or broker; (viii) any Contract pursuant to which any of the Companies (A) markets, sells or distributes Insurance Contracts issued by insurance companies, or (B) acquires, purchases or otherwise receives marketing or remarketing leads, which Contract, in the case of this subclause (B), provides for aggregate annual payments of $10,000 or more; (ix) any material Contract that relates to the insurance policy administration, claims, underwriting or investment management functions of the Business; (x) any Contract evidencing outstanding loans to insurance agents, brokers or producers in excess of $10,000 to any individual Person; (xi) any managing general agent Contract, including those to which any Company is a party, that are either in force or with respect to which a Company has any continuing obligations; (xii) any indemnity Contract (other than an Insurance Contract) pursuant to which a Company receives or is reasonably expected to receive payments, or makes or is reasonably expected to make payments, of $10,000 or more; (xiii) any guarantees, keepwells, letters of credit, indemnity or contribution agreements, support agreements, insurance surety bonds or other similar agreements made in respect of the obligations of, or for the benefit of any obligee of, any of the Companies by any Seller or any Affiliate (other than the Companies) (“Seller Guaranties”), and any other Contract (including any “take-or-pay” or keepwell agreements) under which (A) any Person (other than a Company) has directly or indirectly guaranteed any liabilities or obligations of any of the Companies or (B) any of the Companies has directly or indirectly guaranteed any liabilities or obligations of any other Person other than a Company; (xiv) any Contract under which a Company has committed to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person; or (xv) any other Contract that is material to the Companies, taken as a whole. (b) The Each Contract disclosed in the Seller Disclosure Letter or required to be disclosed therein pursuant to this Section 2.9 or Section 2.11(b) is a valid and binding agreement of the Company party thereto and, to the Knowledge of Sellers, any other party thereto and is in full force and effect, and none of the Companies party thereto nor, to the Knowledge of Sellers, any other party thereto is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of, or has furnished provided or made available received any written notice as of the date hereof of any intention to Parent terminate, any such Contract, and, to the Knowledge of Sellers, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in the termination thereof or would cause or permit the acceleration or other changes of any material right or material obligation or the loss of any material benefit thereunder. Except as set forth in Section 2.9(b) of the Seller Disclosure Letter, the execution, delivery and performance of the Transaction Agreements by each Seller that is or will be a trueparty thereto and the consummation of the transactions contemplated thereby by each Seller do not and will not require any consent of any Person under, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give to any Person any rights of termination, acceleration or cancellation of, or result in the creation of any Lien (other than Permitted Liens) on any of the assets or properties of any of the Companies pursuant to, any Contract disclosed in the Seller Disclosure Letter or required to be disclosed therein pursuant to this Section 2.9 or Section 2.11(b) to which any of the Companies is a party or by which any of them or any of their respective properties or assets is bound. True, complete and correct copy copies of each such Contract (including all written Listed Contracts, together with all amendments, modifications and amendments thereto and written waivers or other changes thereto, and has given a written description thereunder) in effect as of all oral contracts included in the Listed Contractsdate hereof have been provided to Buyer.

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 Section 5.13 of the Disclosure Schedule sets forth contains a complete and correct list of every contract, agreement or commitment of any Sellers, including any attachments, amendments, waivers, modifications and supplements thereto, related primarily to the following contracts and agreements Business or the Purchased Assets, other than the Leases (the each, a "Listed ContractsContract"): (ia) each contract and agreement (other than (A) contracts and agreements otherwise made available which provides for aggregate future payments by the Business or otherwise disclosed to Parent pursuant to the terms Business of this Agreement and (B) supplier and vendor contracts)more than $400,000, whether except for purchase orders, sales orders or not made customer orders arising in the ordinary course of business, that contemplates in which case such contract, agreement or commitment is listed only if any party thereto is obligated to make payments during the term thereof which will exceed $500,000 in the aggregate; (b) which provides for the sale, lease to a third party (other than Leases listed in Section 5.11 of the Disclosure Schedule) or other disposition, after the date hereof and other than in the ordinary course of business, of any of the Purchased Assets; (c) which is an exchange agreement or other arrangement for the purchase of consideration any real estate, machinery, equipment, or other capital assets with a value in excess 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)1,000,000; (iid) all contracts and agreements under which is an agreement imposing material non-competition or exclusive dealing obligations on the Company or any Subsidiary provides or receives laboratory management services or specimen collection services;Business; or (iiie) which is an agreement or other arrangement with a distributor or manufacturer's representative that is not terminable upon twelve months' notice. Seller has, prior to the date hereof, delivered to Buyer true and complete copies of all contracts Listed Contracts (or, if not in writing, reasonably complete and agreements accurate written descriptions), together with group purchasing organizations, managed care companies, all amendments and third party payors (except for contracts with LabCard(R) customers which shall be supplements thereto and any waiver of terms thereof. Except as set forth in Section 4.18(a) 5.13 of the Disclosure Schedule pursuant to clause (i) of this Section 4.18(a) to the extent required to be listed pursuant to such clause); (iv) contracts and agreements with each Schedule, all of the Company's top 10 substance abuse testing customers determined by Listed Contracts are in full force and effect and there has not occurred, with respect to any Listed Contract, any material default or event of default on the revenue received from such customers during the 12-month period ended June 30, 2005; (v) each part of the top ten supply agreements determined by the amounts paid by the Company during the 12-month period ended June 30, 2005; (vi) all contracts and agreements under which the Company or any Subsidiary referred specimens to a third party for testing that involved payments made in excess of $1,000,000 during the fiscal year ending December 31, 2004; (vii) all contracts and agreements evidencing Indebtedness; (viii) any contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ix) all partnership and joint venture agreements; (x) all contracts and agreements that (A) limit or purport to limit the ability of the Company or any Subsidiary Sellers or, to the Company's knowledgeKnowledge of Seller, any key executives of the Company or any Subsidiary, to compete in any line of business or with any person or in any geographic area or during any period of time (except with respect to the use of information pursuant to any confidentiality or non-disclosure agreement), (B) require the Company or any Subsidiary to use any supplier or third party for all or substantially all of the Company's or the Subsidiaries' requirements or needs, (C) limit or purport to limit the ability of the Company or any Subsidiary to solicit any customers or clients of the other parties thereto, (D) require the Company or any Subsidiary to provide to the other parties thereto "most favored nations" pricing, (E) require the Company or any Subsidiary to market or co-market any clinical laboratory services or other products or services of a third party, or (F) any "take-or-pay" contract or other similar agreement or arrangement requiring the Company or any Subsidiary to make a minimum payment for goods or services from third party suppliers irrespective of usage; (xi) all executory contracts, agreements and arrangements between the Company or any of its Subsidiaries and any other party relating to the acquisition or disposition by the Company or such Subsidiary (including, without limitation, by merger, consolidation, acquisition of stock or assets or any other business combination) of any corporation, partnership, other business organization or division thereof, in each case since December 31, 2002 and for an aggregate purchase price in excess of $5,000,000; and (xii) each of the top ten contracts or arrangements between the Company or any Subsidiary and any paramedical examination company determined by the revenue received under such contracts during the 12-month period ended June 30, 2005thereto. (b) The Company has furnished or made available to Parent a true, complete and correct copy of all written Listed Contracts, together with all amendments, waivers or other changes thereto, and has given a written description of all oral contracts included in the Listed Contracts.

Listed Contracts. (a) Except for any default that would notas disclosed on Section 4.16(a) of the Disclosure Schedule, individually or in the aggregate with any other defaults, have a Material Adverse Effect (i) neither each of the Listed Contracts (as defined below) is valid, binding and in full force and effect and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to the Equitable Exceptions, (ii) the Company nor any of the Subsidiaries is not 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 Knowledge of the Company, is any other party thereto in default thereunder, and (iiiii) 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 Knowledge of the Company, any other party. No , (iv) 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 and (v) the Company has not received any written notice that any party to any Listed Contract intends to cancel or terminate such caseListed Contract, where to renegotiate such breach Listed Contract, or default would have a Material Adverse Effect. Assuming to exercise or not exercise any options thereunder, and, to 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 Knowledge of the Company, the Subsidiaries and the other parties theretono such intent to cancel, subject to the Enforceability Exceptionsterminate, renegotiate or exercise has been otherwise threatened. Schedule 4.18 Section 4.16(a) of the Disclosure Schedule sets forth a correct and complete list of the following contracts and agreements (or, in each case, a written description of the "Listed Contracts"material terms of any similar oral agreement or arrangement): (i) each contract all contracts and agreement (other than agreements between the Company and its vendors or suppliers that (A) contracts and agreements otherwise made available or otherwise disclosed to Parent pursuant to involved 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 payment by the revenue received under each such contract Company of at least $40,000 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)2009, or (B) the Company expects to involve the payment by the Company of at least $40,000 during the 2010 calendar year; (ii) all contracts and agreements under which between the Company and its customers that (A) involved the payment to the Company of at least $50,000 during the 12-month period ended December 31, 2009, or any Subsidiary provides or receives laboratory management services or specimen collection services(B) the Company expects to involve the payment to the Company of at least $50,000 during the 2010 calendar year; (iii) all contracts and agreements with group purchasing organizations, managed care companies, between the Company and third party payors (except for contracts with LabCard(R) customers which shall be set forth in Section 4.18(a) of the Disclosure Schedule pursuant to clause (i) of this Section 4.18(a) to the extent required to be listed pursuant to such clause)its distributors; (iv) contracts and agreements with each of the Company's top 10 substance abuse testing customers determined by the revenue received from such customers during the 12-month period ended June 30, 2005; (v) each of the top ten supply agreements determined by the amounts paid by the Company during the 12-month period ended June 30, 2005; (vi) all contracts and agreements under which the Company or any Subsidiary referred specimens to a third party for testing that involved payments made in excess of $1,000,000 during the fiscal year ending December 31, 2004; (vii) all contracts and agreements evidencing Indebtedness; (viii) any contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ixv) all partnership and joint venture contracts and agreements; (xvi) all contracts and agreements that (A) limit or purport to limit the ability of the Company or any Subsidiary or, to the Company's knowledge, any key executives of the Company or any Subsidiary, to compete in any line of business or with any person Person or in any geographic area or during any period of time (except with respect to the use of information pursuant to any confidentiality or non-disclosure agreement), (B) require the Company or any Subsidiary to use any supplier or third party for all or substantially all of the Company's or the Subsidiaries' ’s requirements or needs, (C) limit or purport to limit the ability of the Company or any Subsidiary to solicit any employees, customers or clients of the other parties thereto, (D) require the Company or any Subsidiary to provide to the other parties thereto "“most favored nations" ” pricing, (E) require the Company or any Subsidiary to market or co-market any clinical laboratory services or other products or services of a third party, or (F) any "“take-or-pay" ” contract or other similar agreement or arrangement requiring the Company or any Subsidiary to make a minimum payment for goods or services from third party suppliers irrespective of usage; (vii) all contracts and agreements involving collective bargaining agreements and other labor agreements and all material written employment or consulting agreements; (viii) all contracts and agreements under which the Company is or may become obligated to pay any brokerage, finder’s or similar fees or expenses in connection with this Agreement or consummation of the transactions contemplated hereby; (ix) all contracts and agreements under which the Company licenses Intellectual Property owned; (x) all contracts and agreements with or for the benefit of any Stockholder or any Affiliate of any Stockholder (other than Option award agreements and employee benefit related documents); (xi) all executory contractscontracts and agreements (other than contracts and agreements otherwise disclosed as a Listed Contract on Section 4.16(a) of the Disclosure Schedule) with or for the benefit of any current or former officer, director or employee of the Company; (xii) all contracts and agreements (other than contracts and arrangements between agreements otherwise disclosed as a Listed Contract on Section 4.16(a) of the Company Disclosure Schedule) providing for indemnification to or from any of its Subsidiaries and any other party Person with respect to liabilities relating to any current or former business of the acquisition or disposition by the Company or such Subsidiary Company; (including, without limitation, by merger, consolidation, acquisition of stock or assets or any xiii) all contracts and agreements (other business combinationthan contracts and agreements otherwise disclosed as a Listed Contract on Section 4.16(a) of any corporationthe Disclosure Schedule), partnershipwhether or not made in the ordinary course of business, other business organization or division thereofthat involve an exchange of consideration with a value of more than $100,000 in the aggregate, on an annual basis, in each case since December 31, 2002 and for an aggregate purchase price in excess of $5,000,000; and (xii) each of the top ten contracts or arrangements between the Company or any Subsidiary and any paramedical examination company determined by the revenue consideration (A) paid or received by the Company under each such contracts contract or agreement during the 12-month period ended June 30December 31, 20052009 or (B) the Company expects to be paid or received during the 2010 calendar year; and (xiv) all other contracts and agreements material to the operation of the Company’s business. The contracts and agreements listed on Section 4.16(a) of the Disclosure Schedule, or required to be listed thereon, are referred to herein as the “Listed Contracts.” (b) The Company has furnished or made available to Parent a true, complete and correct copy of all written Listed Contracts, together with all amendments, waivers or other changes thereto, and has given a written description of all oral contracts included in the Listed Contracts, unless the terms of such Listed Contracts expressly prohibit such disclosure and in which case the Company has notified Parent regarding same.