Miscellaneous Contracts. All of Seller's right, title and interest in and to the Miscellaneous Contracts (hereinafter defined); and
Miscellaneous Contracts. Seller agrees to take such actions as may be required to assign all agreements, contracts, leases, permits, licenses, guaranties and warranties which relate to or affect the Property or the operation or use thereof (collectively the "Miscellaneous Contracts") to Purchaser on the Closing Date. Seller shall pay all fees and expenses in regard to such assignments or transfers, including any customary transfer charges necessary to obtain the consent of any party. Seller shall cooperate and promptly execute all applications and instruments required by governmental entities in connection with the transfer to Purchaser of any of the Miscellaneous Contracts. Purchaser agrees to submit all applications, documentation and information reasonably required to assist Seller in obtaining such consents and transfers.
Miscellaneous Contracts. All of Seller's rights, titles and interests in and to all agreements, contracts, leases, permits and licenses, which relate to or affect the Real Property, the Personal Property or the operation or use thereof (collectively the "Miscellaneous Contracts"), including, without limitation, any operating agreements, employment agreements, service and maintenance contracts, equipment leases, vehicle leases, supply contracts, leases of space for restaurant or other retail uses, billboard, signage, promotional or other advertising agreements or leases, food, hotel or operational permits or licenses affecting or used in connection with the operation of the Property, but excluding any and all management and/or franchise agreements affecting the Property. It is understood and agreed that Seller owns an undivided one-half (1/2) interest in and to the Property, as a tenant-in-common with Purchaser.
Miscellaneous Contracts. To the best of Seller's knowledge, all of the Miscellaneous Contracts are in full force and effect, and neither Seller nor any other party thereto is in default of its obligations under such Miscellaneous Contracts. To the best of Seller's knowledge, neither Seller nor any person authorized to act on its behalf is a party to any written, oral or implied contract, agreement, lease or other commitment affecting or relating to the Property, including, without limitation, agreements for the purchase of goods or the rendition of services, except for the Miscellaneous Contracts and the Permitted Exceptions.
Miscellaneous Contracts. Miscellaneous Contracts" shall mean the contracts listed in Exhibit A-3.
Miscellaneous Contracts. (a) Schedule 3.9(a) hereto contains an accurate and complete list of all material agreements, leases, licenses, contracts or commitments (whether oral or written) to which the Company is a party or by which any of its material assets are bound, including, without limitation, (i) royalty, distribution, sales representative, agency, territorial or license agreements, (ii) agreements or contracts with any officer, employee, director, shareholder, professional person or firm, independent contractor or advertising firm or agency, (iii) contracts or collective bargaining agreements with any labor union or representative of employees, (iv) agreements, contracts or commitments containing any covenant restricting the business conducted by the Company, (v) leases of real and personal property, (vi) agreements or contracts granting or agreeing to grant any person or entity sourcing, marketing, distribution or similar rights, (vii) purchase and sales orders and commitments and agreements or contracts with vendors, contractors or customers, (viii) powers of attorney, (ix) loans, financing or other credit arrangements or agreements under which money has been borrowed or loaned (including security agreements relating thereto), (x) bonds, fidelity or surety contracts, guarantees or similar obligations, (xi) employment, consulting, pension, profit sharing, retirement, severance, matching gift, bonus, stock option, employee stock ownership, employee or officer incentive or other compensation or employee benefit contracts, plans or agreements, (xii) commitments or contracts relating to political contributions or donations, (xiii) agreements restricting dividends or distributions or the right to conduct business and (xiv) joint venture agreements. For purposes of this Section 3.9, an agreement, lease, license, contract or commitment shall not be deemed "material" unless it (a) obligates the Company to pay an amount of $50,000 or more and (b) cannot be terminated by providing less than ninety (90) days' notice or by paying any penalty. Complete and accurate copies of all such listed contracts or other obligations have been delivered by the Sellers to the Purchaser.
Miscellaneous Contracts. Permits.
Miscellaneous Contracts. All rights of Seller under any construction warranties and those service contracts and other contracts listed on SCHEDULE 1.1.6.
Miscellaneous Contracts. 1. Members Agreement among the Company, Project Finance XI, Ltd. (also sometimes referred to herein as "GE"), and LNG Power VI, Ltd. dated March 23, 2000.
2. Shareholders Agreement among the Company, Project Finance XI, Ltd., and LNG Power VI, Ltd. dated March 23, 2000.
3. Purchase Agreement among the Company, Project Finance XI, Ltd., and LNG Power VI, Ltd. dated March 23, 2000.
4. Master Subscription Agreement among the Company, Project Finance XI, Ltd., and LNG Power VI, Ltd. dated March 23, 2000.
5. U.S. Tax Agreement among the Company, Project Finance XI, Ltd., and LNG Power VI, Ltd. dated March 23, 2000.
6. Purchase Agreement among the Company, Project Finance XI, Ltd., and LNG Power II, Ltd. dated March 23, 2000.
7. Master Amendment Agreement among the Company, Project Finance XI, Ltd., and LNG Power II, Ltd. dated March 31, 2000.
8. Subscription Agreement among the Company, Project Finance XI, Ltd., and LNG Power II, Ltd. dated March 31, 2000.
9. Shareholder's Agreement by and among EME del Caribe, BGPL, and Eco Electrica Holdings, Ltd., as amended.
10. Articles of Association of LNG VI.
11. Third Amended Third Amended and Restated Limited Liability Company Agreement of LNG Power II LLC.
12. Second Amended and Restated Limited Liability Company Agreement of LNG I, LLC.
13. Second Amended and Restated Limited Liability Company Agreement of LNG II, LLC.
14. First Amended and Restated Limited Liability Company Agreement of LNG III, LLC.
15. LNG Tolling Services Agreement between EcoElectrica, L.P. and Enron LNG Power (Atlantic) Ltd. dated as of October 31, 1997.
Miscellaneous Contracts. Section 1.1 Employees/Section 1.1 Excluded Assets/Section 1.1 Financial Statements/Section 1.1 Intellectual Property/Section 1.1 Leases/Section 1.1 Personal Property/Section 1.1 Litigation/Section 5.8 Allocation/Section 3.2 Seller's Consents (Part A)/Section 5.3(a) Seller's Consents (Part B)/Section 5.3(a) Seller's Consents (Part C)/Section 5.3(b) Changes/Section 5.5 Employee Benefit Plans/Section 5.7(a) -iv- 5 Health Care Licenses/Section 5.12(a) Payment Programs/Section 5.12(b) Other Licenses/Section 5.12(f) Affiliate Transactions/Section 5.19 Customers/Section 5.23 Developments/Section 5.24 Buyer's Consents/Section 6.3 Litigation (Buyer)/Section 6.5 EXHIBITS Exhibit - Assignment and Assumption Agreement Exhibit - Bill xx Sale Exhibit - Marketing Services Agreement Exhibit - Transition Services Agreement THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of this 9th day of June, 2000 by and among CURAFLEX HEALTH SERVICES, INC., a Delaware corporation ("Seller"), Coram Healthcare Corporation, a Delaware corporation, solely for purposes of Sections 7.9 and 11.9(a) (the "Seller Guarantor"), CURASCRIPT PHARMACY, INC., a Delaware corporation, CURASCRIPT PBM SERVICES, INC., a Delaware corporation (each a "Buyer" and collectively, the "Buyers"), and GTCR FUND VI, L.P., a Delaware limited partnership, solely for purposes of Section 14.3 (the "Buyers' Guarantor").
