Common use of Material Contracts and Obligations Clause in Contracts

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS") to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) each Contract which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; (b) all items required to be listed in Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such Contract.

Material Contracts and Obligations. Schedule 5.14 The 2005 ---------------------------------- 10-K, and to the extent not listed therein, the Disclosure Schedule, sets forth a list of all material Contracts agreements or commitments of any nature (the "MATERIAL CONTRACTS"whether written or oral) to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) each Contract any agreement which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; 100,000 or which might result in payments to the Company in excess of $100,000, (b) all items required to be listed in Schedule 5.16(a); any employment or consulting agreement for the Company's executive officers and key employees, (c) any Contract to which distributor, sales representative or similar agreement, (d) any agreement with any current or former stockholder, officer or director of the Company or any of the Company SubsidiariesCompany, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) ), including without limitation any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note agreement or other Contract relating to arrangement providing for the furnishing of services by, rental of real or evidencing Indebtedness; personal property from, or otherwise requiring payments to, any such person or entity, (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or is restricted from carrying on any of business anywhere in the Company Subsidiaries is lessee of or holds or operates any tangible propertyworld, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person relating to hold or operate any propertymaterial indebtedness for borrowed money, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assetsfor the disposition of a material portion of the Company's assets (other than for the sale of inventory in the ordinary course of business), or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete agreement for the acquisition of the business or similar restriction on its ability to conduct a business and any standstill agreements; securities or other ownership interests of another party other than Questar or (i) any other agreement that is material Contract with customers to the operations, business or business partners finances of the Company or any of the Company Subsidiaries; (j) any Contract that contains and its Subsidiaries taken as a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act")whole. The Company has delivered or otherwise made available (including by designation of those agreements which are publicly available with the SEC) to Parent the Purchasers copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts)agreements. All of such Contracts agreements and contracts are valid, binding against the Company and in full force and effect on the Companyeffect. Neither the Company nor Company, nor, to the best of the Company's knowledge without independent investigation, any other party thereto, is in default of any of its obligations under any of the Company Subsidiaries is agreements or contracts listed in default under any material provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such ContractDisclosure Schedule.

Material Contracts and Obligations. Set forth in Schedule 5.14 sets forth 3.13 attached hereto is a list and brief description of all material Contracts (the "MATERIAL CONTRACTS") following agreements to which the Company SURGICOE or any of the Company its Subsidiaries is a party or by which it is bound, including without limitation : (a) each Contract agreement which requires future expenditures by the Company SURGICOE or any of the Company its Subsidiaries in excess of $50,00050,000 or which has a term or more than one year from the Effective Time; (b) all items required to be listed in Schedule 5.16(a)each employment agreement, consulting agreement, severance pay commitment and employee benefit, bonus, pension, profit sharing or similar plan or arrangement; (c) management, professional services or other similar agreements, contracts or commitment relating to such services being provided to SURGICOE or any Contract of its Subsidiaries; (d) any agreement with a physician; (e) all license agreements and any agreement or commitment containing a covenant limiting or purporting to limit the freedom of SURGICOE or any of its Subsidiaries to compete with any person or in any business in any geographic area or engage in any line of business; (f) any lease to which SURGICOE or any of its Subsidiaries is a party as lessor or lessee and which requires the future expenditure or receipt of in excess of $50,000, including as to each such lease the monthly rental called for (including escalations and adjustments upon any renewals) and the termination date and renewal rights applicable thereto; (g) except for trade indebtedness incurred in the ordinary course of business, any loan, credit agreement, promissory note or other instrument providing for or evidencing the extension of credit to SURGICOE or any of its Subsidiaries in an amount of $10,000 or more; (h) every guaranty, indemnity or similar agreement or instrument whereunder SURGICOE or any of its Subsidiaries is or could be held liable for the indebtedness or other obligation of any third party (other than any Subsidiary) in an amount of $10,000 or more; (i) each partnership agreement, operating agreement, management agreement, development agreement and other similar agreement by or among SURGICOE or any of its Subsidiaries, on the one hand, and, on the other hand, any other Subsidiary or any other owner of an interest in any Subsidiary; (j) environmental and title reports on any real property owned by SURGICOE or its Subsidiaries; (k) each contract or arrangement for the provision of surgery center or other facility services that is expected to account for 10% or more of the revenues of any Subsidiary in 2002; (l) agreements or arrangements for the sale of any of the assets, properties or rights of SURGICOE or any of its Subsidiaries (other than in the ordinary course of business) or for the grant of any preferential rights to purchase any of its assets, properties or rights or which requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights that is material to the business of SURGICOE or any of its Subsidiaries; (m) any commitment, letter of intent or term sheet to acquire, develop or affiliate with any ambulatory surgery center or other health facility; and (n) any agreement to which any stockholderShareholder, officer or director of the Company or any of the Company SubsidiariesSURGICOE, or any "“affiliate" ” or "“associate" ” of any such person (as such terms are defined in the rules and regulations Rule 405 of Regulation C promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (amended), is presently a party, including without limitation any agreement or other arrangement providing for the "Securities Act")furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity. The Company SURGICOE has made available delivered to Parent USP accurate and complete copies of all each of the foregoing Contracts (or written summaries agreements and instruments listed in the case of oral Contracts)Schedule 3.13. All of such Contracts agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed in Schedule 3.13 are valid, binding valid and in full force and effect on the Company. Neither the Company and neither SURGICOE nor any of its Subsidiaries has and, to the Company Subsidiaries knowledge of SURGICOE, no other party thereto has breached any provision of, or is in default under any material provision of the terms of, and there are no facts or circumstances which would reasonably indicate that SURGICOE or any of its Subsidiaries will or may be in such Contracts and no other party to breach or default under, any such Contracts is in contract, agreement, instrument, arrangement, commitment, plan, lease or license, which invalidity, breach or default under any provision thereof. As could have a material adverse effect on the business, operations, prospects or financial condition of the date hereof, neither the Company nor any of the Company SURGICOE and its Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such Contracttaken as a whole.

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS") to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) each Contract which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; (b) all items required to be listed in Except as set forth on Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof4.9, neither the Company nor any of its Subsidiaries is a party to, nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries has received from entering into any written communication from new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other party to material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the Contracts listed on Schedule 5.14 stating that such other party has decided payment by the Company or plans to terminate any of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or otherwise discontinue such Contract(B) is not cancelable upon 90 days or less notice without penalty or premium.

Material Contracts and Obligations. Schedule 5.14 2.17 sets forth ---------------------------------- a list of all material Contracts (the "MATERIAL CONTRACTS") following agreements or commitments of any nature to which the Company or any of the Company Subsidiaries Subsidiary is a party or by which it is bound, including without limitation : (a) and any agreement relating to the Intellectual Property Rights having a value in excess of $5,000, (b) all employment and consulting agreements which require future cash payments in excess of $100,000, and all employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, (c) all data content provider agreements, including, but not limited to, master listings service agreements (and indication of whether each Contract such agreement offers the Company exclusive listing rights), (d) all agreements with National Association of Realtors or Realtor Information Network, Inc., (e) all agreements with third parties under which such third parties agree to direct Internet traffic to the Internet site operated by RealSelect, (f) all agreements with third parties under which such third parties agree to pay the Company or any Subsidiary for furnishing additional information about such third parties to visitors of the Internet site operated by RealSelect, (g) all agreements between the Company and any stockholder of the Company, (h) all agreements with suppliers or vendors which require future payments in excess of $50,000 not already covered by (a) through (g) above, (i) all agreements or commitments which restrict the ability of the Company or any Subsidiary or Affiliate to engage in any business or line of business in any location, (j) all agreements or commitments relating to Indebtedness or Guarantees of the Company or any Subsidiary and (k) any other agreement or commitment which requires future expenditures payments by or to the Company or any Subsidiary in excess of $100,000 or which is otherwise material to the Company or any of the Company Subsidiaries in excess of $50,000; (b) all items required to be listed in Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company its Subsidiaries, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has delivered or made available to Parent the Purchaser copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts)agreements and commitments. All of such Contracts agreements and commitments are valid, binding and in full force and effect on effect, except that, with respect to parties to such agreements and commitments other than the Company and its Subsidiaries, this representation is made only to the best knowledge of the Company. Neither Attached to Schedule 2.17 is true and complete copy of the Company nor any traffic report of the Company and its Subsidiaries is in default under any material provision as of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereofNovember 30, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such Contract1997.

Material Contracts and Obligations. Schedule 5.14 sets forth 2.16 lists all contracts, agreements, guarantees, leases and executory commitments (each a list "Contract"), other than any Contracts heretofore filed as an exhibit to any SEC Document, that exist as of all material Contracts (the "MATERIAL CONTRACTS") date hereof to which the Company or any of the Company Subsidiaries Subsidiary is a party or by which it is bound, including without limitation bound and which fall within any of the following categories: (a) each Contract which requires future Contracts not entered into in the ordinary course of business other than those that individually or in the aggregate are not material to the Company's business, (b) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company to compete in any line of business in any geographic area, (d) Contracts relating to any outstanding commitment for capital expenditures in excess of $500,000, (e) indentures, mortgages, promissory notes, loan agreements or other Indebtedness in excess of $100,000 in the aggregate, agreements or instruments or commitments for the borrowing or the lending by the Company or any Subsidiary of the Company Subsidiaries amounts in excess of $50,000; 100,000 in the aggregate or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company and its Subsidiaries with an aggregate value in excess of $100,000, (bf) all items required stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements relating to be listed in Schedule 5.16(a); material transactions since January 1, 1995, (cg) any Contract to which any stockholder, officer or director of Contracts between the Company or any of the Company SubsidiariesSubsidiary and any Affiliate, employee, director, officer or Significant Shareholder, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (dh) any indentureagreement which is material to the Company, loan or credit agreement, note agreement, deed irrespective of trust, mortgage, security agreement, promissory note or other Contract relating amount. All Contracts to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries Subsidiary is lessee of a party or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property it is bound are valid and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners binding obligations of the Company or any the Subsidiary (as the case may be) and, to the Company's knowledge, the valid and binding obligation of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" each other party thereto except such Contracts which if not so valid and binding would not, individually or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are validaggregate, binding and in full force and effect on the Companyhave or reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of Subsidiary nor, to the Company Subsidiaries is in default under any material provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereofCompany's knowledge, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract except such violations or defaults under or terminations which, individually or in the aggregate, would not have or reasonably be expected to the Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such Contracthave a Material Adverse Effect.

Material Contracts and Obligations. Section 3O of the Exceptions Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS") agreements or commitments of any nature to which the Company or any of the Company Subsidiaries is a party or by which it is boundbound (excluding agreements to purchase alarm monitoring contracts entered into in the ordinary course of business and in accordance with past practice pursuant to which the Company is only granted a right of first refusal to purchase alarm monitoring contracts and is not obligated to consummate a purchase thereunder), including without limitation (ai) each Contract agreement which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; 150,000 or which might result in payments to the Company in excess of $150,000, (bii) all items required to be listed in Schedule 5.16(a); employment and consulting agreements, collective bargaining agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, and distributor and sales representative agreements, (ciii) any Contract to which each agreement with any stockholder, officer or director of the Company or any of the Company SubsidiariesCompany, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) ), including without limitation any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note agreement or other Contract relating arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, (iv) each agreement pursuant to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or has issued any of Equity Security, including the Company Subsidiaries is lessee of or holds or operates any tangible propertySeries A Purchase Agreement, real or personalthe Series B Purchase Agreement, owned by any other Person under which payments to such Person exceed $10,000 per annum; the Series C Purchase Agreement, the Series C Exchange Agreement and the Note Purchase Agreement, (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (gv) any agreement granting relating to the Intellectual Property Rights and (vi) any option to purchase assetssettlement, or acquire a license, preemptive right, right of first refusal conciliation or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act")agreement. The Company has made available delivered to Parent the Purchaser correct and complete copies of all each of agreement (including any amendments or supplements thereto) set forth in Section 3O of the foregoing Contracts (or written summaries in the case of oral Contracts)Exceptions Schedule. All of such Contracts agreements and contracts are valid, binding legally binding, enforceable, and in full force and effect on the Companyeffect. Neither the Company nor nor, to the best of the Company's knowledge, any other party thereto is in breach of or default under any of the Company Subsidiaries is aforesaid agreements and contracts in default any material respect and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under any material such agreements or contracts. No party has repudiated any provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided agreements or plans to terminate or otherwise discontinue such Contractcontracts.

Material Contracts and Obligations. Schedule 5.14 5.13 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS"“Material Contracts”) to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) each Contract which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000100,000; (b) each Contract under which the Company or any of the Company Subsidiaries expects to realize revenue in excess of $100,000; (c) all items required to be listed in Schedule 5.16(a5.18(a); (cd) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "“affiliate" ” or "“associate" ” (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (de) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (ef) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 50,000 per annum; (fg) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (gh) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (hi) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (ij) any material Contract with customers any Material Customer or business partners of the Company or any of the Company SubsidiariesMaterial Supplier; (jk) any Contract that contains a "“most favored nation" ” or similar preferential pricing term; and (kl) any agreement to register securities under the Securities Act of 1933, as amended (the "“Securities Act"”); (m) any Contract that imposes a Lien on any material assets of the Company or any Company Subsidiary; (n) any Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any Company Subsidiary of any operating business or material assets or the capital stock of any other Person; (o) any Contract providing for the exclusive right to distribute products supplied by the Company or any Company Subsidiary in any geographic region or distribution channel; or (p) any Contract pursuant to which the Company has recorded or expects to record deferred revenue. The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any of such Contracts and and, to the Knowledge of the Company, no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 5.13 stating that such other party has decided or plans to terminate or otherwise discontinue such Contract. To the Knowledge of the Company, no event has occurred that with notice, lapse of time or both would constitute a breach or default thereunder by the Company or any Company Subsidiary, or would permit the modification or premature termination of such Material Contract by any other party thereto.

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS"“Material Contracts”) to which the Company or any of the Company its Subsidiaries is a party or by which it is bound, including without limitation (a) each Contract which requires future expenditures by the Company or any of the Company its Subsidiaries in excess of $50,000, excluding Contracts that require future software maintenance and technical support that could not be performed without making expenditures necessary to maintain the Company’s existing overhead and infrastructure; (b) all items required to be listed in Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company its Subsidiaries, or any "“affiliate" ” or "“associate" ” (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company its Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property property and Technology licenses) under which the Company or any of the Company its Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company its Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company its Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (kj) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company its Subsidiaries is in default under any material provision of any of such Contracts and and, to the Knowledge of the Company, no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of the Company its Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such Contract.

Material Contracts and Obligations. The Disclosure Schedule 5.14 sets forth a list of all material Contracts agreements or commitments of any nature (the "MATERIAL CONTRACTS"whether written or oral) to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) each Contract any agreement which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; 100,000 or which might result in payments to the Company in excess of $100,000, (b) all items required to be listed in Schedule 5.16(a); any employment or consulting agreement, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase or similar plan or arrangement, (c) any Contract to which distributor, sales representative or similar agreement, (d) any agreement with any current or former stockholder, officer or director of the Company or any of the Company SubsidiariesCompany, or any "“affiliate" ” or "“associate" ” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) ), including without limitation any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note agreement or other Contract relating to arrangement providing for the furnishing of services by, rental of real or evidencing Indebtedness; personal property from, or otherwise requiring payments to, any such person or entity, (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or is restricted from carrying on any of business anywhere in the Company Subsidiaries is lessee of or holds or operates any tangible propertyworld, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person relating to hold or operate any propertyindebtedness for borrowed money, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assetsfor the disposition of a material portion of the Company’s assets (other than for the sale of inventory in the ordinary course of business), or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete agreement for the acquisition of the business or similar restriction on its ability to conduct a business and any standstill agreements; securities or other ownership interests of another party (i) any material Contract with customers agreement for the license of any patent, copyright, trademark, trade secret or business partners of other proprietary right to or from the Company or any of the Company Subsidiaries; (j) any Contract other agreement that contains a "most favored nation" is material to the operations, business or similar preferential pricing term; and (k) any agreement to register securities under finances of the Securities Act of 1933, as amended (the "Securities Act")Company. The Company has made available delivered to Parent the Purchasers copies of all of the foregoing Contracts agreements (or written summaries in the case an accurate summary of any oral Contractsagreement). All of such Contracts agreements and contracts are valid, binding and in full force and effect on the Companyeffect. Neither the Company nor Company, nor, to the best of the Company’s knowledge, any other party thereto, is in default of any of its obligations under any of the agreements or contracts listed in the Disclosure Schedule, in a manner which could have a Company Subsidiaries Material Adverse Effect. The Company has not made any loans or advances to any person or entity, other than ordinary advances for travel expenses. The Company is in default under any material provision not a guarantor or indemnitor of any indebtedness of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided person or plans to terminate or otherwise discontinue such Contractentity.

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS"a) All agreements, contracts, leases, licenses, instruments, commitments (oral or written), Indebtedness, liabilities and other obligations to which the Company or any of the Company Subsidiaries Group Entity is a party or by which it is bound, including without limitation bound that (a) each Contract which requires future expenditures by are material to the Company or conduct and operations of its business and properties, (b) involve any of the Company Subsidiaries officers, directors, employees or shareholders of the Group Entity except for their employment or engagement agreements (if applicable); or (c) obligate such Group Entity to share, license or develop any product, key assets or Proprietary Assets have been provided to the Investors and their counsel for inspection. For purposes of this Section 3.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Entity, in excess of $US$50,000; , (bii) all items required to be listed in Schedule 5.16(a); (c) limiting or restricting any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not Group Entity’s ability to compete or otherwise conduct its business as now conducted and as presently proposed to be conducted in any manner, time or place, or that contains any exclusivity provision or similar restriction clauses that impair, restrict or impose conditions on its ability any Group Entity’s right to offer or sell products or services in specified areas, during specified periods, (iii) imposing or potentially imposing security interest or encumbrance on any key assets, Proprietary Assets, or equity interest of any Group Entity, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Entity, (vi) authorizing any third party to conduct the business of any Group Entity or contracting any Principal Business to any third party, or being authorized or appointed by any third party to conduct any Principal Business, (vii) granting any third party the right to distribute, market or sell any of products of any Group Entity or affecting the exclusive right of any Group Entity to distribute, market or sell its products, (viii) involving joint venture, strategic alliance or cooperation or similar arrangement, (ix) involving profit-sharing arrangement, (x) being with any Governmental Authority, (xi) relating the Indebtedness of any Group Entity or guarantee or indemnification provided by any Group Entity, or (xii) an agreement the termination of which would be reasonably likely to have a business and any standstill agreements; (iMaterial Adverse Effect. Section 3.9(a) any material Contract with customers or business partners of the Company or any Disclosure Schedule contains a complete list of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such Contractcontracts.

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS") to which the Company or any of the Company Subsidiaries is a party or by which it is boundbound as of the date of this Agreement, including without limitation including: (a) each Contract which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; (b) all items required to be listed in on Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing IndebtednessIndebtedness in excess of $50,000; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 50,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries the loss of which would be material to the Company or the Company Subsidiaries, taken as a whole; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"). The Company has made available to Parent copies of all of the foregoing Material Contracts (or written summaries in the case of oral Contracts). All of such the Material Contracts are valid, binding and in full force and effect on with respect to the CompanyCompany or the Company Subsidiaries, and are valid and binding obligations of the Company or the Company Subsidiaries, enforceable against the Company or the Company Subsidiaries in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any such Material Contracts and, to the Knowledge of such Contracts and the Company, no other party to any such Contracts Contract is in default under any material provision thereof. As of the date hereofof this Agreement, neither the Company nor any of the Company Subsidiaries has received any written communication from any other party to the any Material Contracts listed on Schedule 5.14 stating that such other party has decided or plans to terminate or otherwise discontinue such Contract.

Material Contracts and Obligations. Set forth in Schedule 5.14 sets forth 3.13 attached hereto is a list and brief description of all material Contracts (the "MATERIAL CONTRACTS") following agreements to which the Company either ASC or any of the Company Subsidiaries SURGICOE Real Estate is a party or by which it is bound, including without limitation : (a) each Contract agreement which requires future expenditures by the Company Canton LLCs in excess of $50,000 or which has a term or more than one year from the Closing Date; (b) each employment agreement, consulting agreement, severance pay commitment and employee benefit, bonus, pension, profit sharing or similar plan or arrangement; (c) management, professional services or other similar agreements, contracts or commitment relating to such services being provided to either ASC or SURGICOE Real Estate; (d) any agreement with a physician; (e) all license agreements and any agreement or commitment containing a covenant limiting or purporting to limit the freedom of either ASC or SURGICOE Real Estate to compete with any person or in any business in any geographic area or engage in any line of business; (f) any lease to which either ASC or SURGICOE Real Estate is a party as lessor or lessee and which requires the Company Subsidiaries future expenditure or receipt of in excess of $50,000, including as to each such lease the monthly rental called for (including escalations and adjustments upon any renewals) and the termination date and renewal rights applicable thereto; (bg) all items required except for trade indebtedness incurred in the ordinary course of business, any loan, credit agreement, promissory note or other instrument providing for or evidencing the extension of credit to be listed either ASC or SURGICOE Real Estate in Schedule 5.16(a)an amount of $10,000 or more; (ch) every guaranty, indemnity or similar agreement or instrument whereunder either ASC or SURGICOE Real Estate is or could be held liable for the indebtedness or other obligation of any third party in an amount of $10,000 or more; (i) each partnership agreement, operating agreement, management agreement, development agreement and other similar agreement by or among Seller or any of its subsidiaries, on the one hand, and, on the other hand, either ASC or SURGICOE Real Estate; (j) environmental and title reports on any real property owned by SURGICOE Real Estate; (k) each contract or arrangement for the provision of surgery center or other facility services that is expected to account for 10% or more of the revenues of the Center in 2002; (l) agreements or arrangements for the sale of any of the assets, properties or rights of either ASC or SURGICOE Real Estate (other than in the ordinary course of business) or for the grant of any preferential rights to purchase any of its assets, properties or rights or which requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights that is material to the business the Center; (m) any Contract commitment, letter of intent or term sheet to acquire, develop or affiliate with any ambulatory surgery center or other health facility; and (n) any agreement to which any stockholderShareholder, officer or director of the Company or any of the Company SubsidiariesSeller, or any "“affiliate" ” or "“associate" ” of any such person (as such terms are defined in the rules and regulations Rule 405 of Regulation C promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (amended), is presently a party, including without limitation any agreement or other arrangement providing for the "Securities Act")furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity. The Company has made available Seller delivered to Parent Buyer accurate and complete copies of all each of the foregoing Contracts (or written summaries agreements and instruments listed in the case of oral Contracts)Schedule 3.13. All of such Contracts agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed in Schedule 3.13 are valid, binding valid and in full force and effect on the Company. Neither the Company and neither Seller nor any either of the Company Subsidiaries Canton LLCs has and, to the knowledge of Seller, no other party thereto has breached any provision of, or is in default under any material provision of any of such Contracts the terms of, and there are no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor facts or circumstances which would reasonably indicate that Seller or any of the Company Subsidiaries has received Canton LLCs will or may be in such breach or default under, any written communication from any other party to such contract, agreement, instrument, arrangement, commitment, plan, lease or license, which invalidity, breach or default could have a material adverse effect on the Contracts listed on Schedule 5.14 stating that such other party has decided business, operations, prospects or plans to terminate or otherwise discontinue such Contractfinancial condition of the Canton LLCs taken as a whole.