Common use of Status of Contracts Clause in Contracts

Status of Contracts. Except as set forth in Schedule 5.17, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.175.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Seller Agreements Contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or or, to the Knowledge of Seller, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or Seller, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Seller, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to the Knowledge of Seller, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.174.20 ------------------- ------------- or in any other Schedule hereto, each of the Seller Agreements leases, contracts and other agreements, including, without limitation, the Provider Contracts, listed in Schedules 4.13, 4.18(a), 4.18(b) and 4.19 (collectively, the "Company ----------------------------------------- ------- Agreements") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 4.3 and ------------ except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge best knowledge of Sellerthe Company and Stockholder, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the best knowledge of the Company and Stockholder, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. The Company has received no notice of termination of, and neither the Company nor Stockholder is aware of any intent of any of the health care providers bound, directly or indirectly, by any of the Provider Contracts to terminate or fail to renew at payment rates currently in effect, any Provider Contract. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerBuyer.

Status of Contracts. Except as set forth in Schedule 5.173.18 or in any other Schedule hereto, each of the Seller Agreements leases, contracts and other agreements listed in Schedules 3.10(b), 3.11(b), 3.12(e), 3.12(f), 3.12(j), 3.15(b) and 3.17 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties Company or Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and (except as set forth in Schedule 3.3 and except for those Seller Company Agreements which by their terms will expire prior to the Closing Option Termination Date or are otherwise terminated prior to the Closing Option Termination Date in accordance with the provisions hereofthereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the date hereof and after the exercise of the Option and the consummation of the Merger, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company or a Subsidiary has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any Subsidiary is not in, or or, to the Knowledge of the Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, any Seller Party or by Subsidiary or, to the Knowledge of the Company, any such other party. No Seller Party Except as set forth in Schedule 3.18, neither the Company nor any Subsidiary is currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements Company Agreements, including all amendments, exhibits and schedules thereto, have heretofore been delivered or made available to Buyer by SellerOptionee.

Status of Contracts. Except as set forth in Schedule 5.17Section 3.21 of the Company Letter and except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Seller Agreements leases, contracts and other agreements listed in Sections 3.12, 3.18 and 3.20 of the Company Letter (collectively, the "Company Agreements") constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller AgreementsCompany Agreements to which it is a party, and each Seller Party neither the Company nor any Subsidiary of the Company is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller the Company, is there or or, to the Knowledge of the Company, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach or default by the Company or breach by any Seller Party or Subsidiary of the Company, or, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.175.21 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the “Seller Agreements Agreements”) constitutes a valid and binding obligation of the Seller that is a party thereto (and, to the knowledge of Sellers, of any of the other parties thereto thereto) and is in full force and effect and (except for those Seller Agreements as set forth in Schedule 5.3) contains no provision prohibiting assignment and no express provision which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterwould result, in each case without breaching the terms thereof or resulting upon assignment, in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partythereunder. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each neither Seller Party is not in, or alleged to be in, material breach or default in any material respect under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Agreements and, to the Knowledge knowledge of SellerSellers, (i) no other party to any of the Seller Agreements has materially breached or defaulted in any material respect thereunder, and (ii) and, to the knowledge of Sellers, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any either Seller Party or by any such other party. No Neither Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by SellerSellers.

Status of Contracts. Except as set forth in Schedule 5.17------------------- -------- 3.21, each of the Seller Agreements leases, contracts and other agreements listed in Schedules ---- --------- 3.11, 3.14, 3.17, 3.18 and 3.20 (collectively, the "Company Agreements") ------------------------------- ------------------ constitutes a valid and binding obligation of the Company and, to the knowledge of the Company and the Active Shareholders, the other parties thereto and is in full force and effect and (except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any Subsidiary of the Company is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge knowledge of Seller the Company and the Active Shareholders, is there or or, to the knowledge of the Company and the Active Shareholders, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge knowledge of Sellerthe Company and the Active Shareholders, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or any Seller Party or Subsidiary of the Company, to the knowledge of the Company and the Active Shareholders, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.175.19, each of the Seller Agreements contracts listed in Schedule 5.19 (the "Purchased Contracts") constitutes a valid and binding obligation of the parties thereto and thereto, is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) effect, may be transferred to Buyer pursuant to this Agreement Agreement, and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller AgreementsPurchased Contracts, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Purchased Contracts and, to the Knowledge of Seller's knowledge, (i) no other party to any of the Seller Agreements Purchased Contracts has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to the knowledge of Seller, by any such other party. No Seller Party is not currently renegotiating any of the Seller Agreements Purchased Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements Purchased Contracts have heretofore been made available delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17Section 3.21 of the Company Letter and except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Seller Agreements leases, contracts and other agreements listed in Sections 3.12, 3.18 and 3.20 of the Company Letter (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller AgreementsCompany Agreements to which it is a party, and each Seller Party neither the Company nor any Subsidiary of the Company is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller the Company, is there or or, to the Knowledge of the Company, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach or default by the Company or breach by any Seller Party or Subsidiary of the Company, or, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in on Schedule 5.175.15, each of the Seller Agreements Contracts listed or required to be listed on Schedule 5.9(a), Schedule 5.10, Schedule 5.11(c), Schedule 5.14 or Schedule 5.17(a) (collectively, the “Company Agreements”) (a) constitutes a valid and binding obligation or confers any valid and binding right, enforceable in accordance with its terms, with respect to the Company and, to the Knowledge of the Company, the other parties thereto and thereto, subject only to the General Exceptions, (b) is in full force and effect and (except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereofEffective Time), and (c) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case following the Effective Time without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. Each Seller Party The Company has fulfilled and performed in all material respects its obligations required to be performed by it under each of the Seller AgreementsCompany Agreements in all material respects, and each Seller Party the Company is not in, or alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a material default or breach by any Seller Party or the Company or, to the Knowledge of the Company, by any other such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunderunder any of the Company Agreements or, other than in the ordinary course of business, currently renegotiating any of the Company Agreements. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17the Schedules attached hereto, each of the Seller Agreements leases, contracts and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.17 and 5.19 (collectively, the "COMPANY AGREEMENTS") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge best knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the best knowledge of the Company, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. None of the Company Agreements contains terms unduly burdensome to the Company or is harmful to its business. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerParent.

Status of Contracts. Except as set forth in Section 5.17 of the Disclosure Schedule 5.17and for events of default arising as a result of the Filing, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and, subject to the cure of defaults pursuant to Section 2.5 and (except for those Seller Agreements which that by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) , may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterupon such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order and the obtaining of any consents set forth in Section 5.3 of the Disclosure Schedule, without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each except for events of default arising as a result of the Filing, Seller Party is not in, or or, to the knowledge of Seller, alleged to be in, material breach or default under, nor is there or, to the Knowledge knowledge of Seller is there or Seller, is there alleged to be any basis for termination of, any of the Seller Agreements. To , and, to the Knowledge knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists whichthat, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to the knowledge of Seller, by any such other party. No Seller Party is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete Seller has made available to Buyer true and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by SellerAgreements.

Status of Contracts. Except as set forth Each of the Contracts listed or required to be listed in Schedules 4.10(b), 4.11(b), 4.12(a) and 4.17(ii), (iv), (v), and (x) and that are not listed in Schedule 5.17, each of 1.2(b) (the “Seller Agreements Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to or on the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its respective obligations under each of the Seller Agreements, Agreements and each Seller Party the Company is not in, or alleged in writing to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged in writing to be any basis for termination of, any of the Seller Agreements. To Agreements by the other party thereto based upon a breach or default by the Company and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) and, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party the Company or by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17Section 2.22 of the Company Letter, each of the Seller Agreements Contracts listed or described in Section 2.21 (collectively, the “Acquired Company Agreements”) constitutes a valid and binding obligation of the Acquired Company which is a party to such Acquired Company Agreement and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect as of the date of this Agreement and (except for those Seller Acquired Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereofthereof) may will be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching immediately prior to the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyEffective Time. Each Seller Party of the Acquired Companies has fulfilled and performed in all material respects its obligations under each of the Seller Acquired Company Agreements, and each Seller Party no Acquired Company is not in, or to the Company’s Knowledge, is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Acquired Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Acquired Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Acquired Company or, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Acquired Company Agreements have heretofore been delivered or made available to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17Section 3.21 of the Company Letter, each of the Seller Agreements leases, contracts and other agreements listed in Sections 3.11, 3.14, 3.17, 3.18 and 3.20 of the Company Letter (collectively, the "Company Agreements") constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any Subsidiary of the Company is not in, or alleged in writing to be in, material breach or default underunder any of the Company Agreements and, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination ofthe Company, any of the Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or any Seller Party or Subsidiary of the Company, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.175.18 or in any other Schedule hereto, each of the Seller Agreements leases, contracts and other agreements listed in Schedules 5.10(b), 5.11(b), 5.12(e), 5.12(f), 5.12(j), 5.15(b) and 5.17 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties Company or Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and (except as set forth in Schedule 5.3 and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereofthereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the date hereof and after the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company or a Subsidiary has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any Subsidiary is not in, or or, to the Knowledge of the Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, any Seller Party or by Subsidiary or, to the Knowledge of the Company, any such other party. No Seller Party Except as set forth in Schedule 5.18, neither the Company nor any Subsidiary is currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements Company Agreements, including all amendments, exhibits and schedules thereto, have heretofore been delivered or made available to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17, each of the leases, contracts and other agreements listed in Schedules 2.1(c), 2.1(d)(v), 2.1(g) and 5.10(c) (collectively, the “Seller Agreements Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 5.3(b) and except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof and except for the Leased Real Property) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not inin or, or to Seller’s Knowledge, alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or or, to Seller’s Knowledge, is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller’s Knowledge, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, except as has been cured or remedied, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to Seller’s Knowledge, by any such other party. No Except as set forth in Schedule 5.17, Seller Party is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17, each Each of the Seller Agreements leases, contracts and other agreements listed on SCHEDULES 3.13, 3.16, 3.17, 3.22(a) and 3.23 (collectively, the "MATERIAL CONTRACTS"), constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in SCHEDULE 3.24 and except for those Seller Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing Date, in each case without materially breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Except as set forth on SCHEDULE 3.24, the Company has fulfilled and performed its obligations in all material respects its obligations under each of the Seller Agreements, Material Contracts and each Seller Party the Company is not in, or or, to the Knowledge of the Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, of any of the Seller AgreementsMaterial Contracts. To the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Agreements Material Contracts has materially breached or defaulted thereunder, and (ii) no . No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the Knowledge of the Company, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements Material Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in on Schedule 5.175.15, each of the Seller Agreements Contracts listed or required to be listed on Schedule 5.9(a), 5.10, 5.11(c), 5.14 or 5.17(a) (collectively, the “Company Agreements”) (a) constitutes a valid and binding obligation obligation, enforceable in accordance with its terms, with respect to the Company and, to the Knowledge of the Company, the other parties thereto and thereto, subject to the General Exceptions, (b) is in full force and effect and (except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof), and (c) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case immediately following the Effective Time without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. Each Seller Party has The Company has, in all material respects, fulfilled and performed in all material respects its obligations required to be performed by it under each of the Seller AgreementsCompany Agreements as of the date hereof or the Closing Date, and each Seller Party the Company is not in, or or, to the Knowledge of the Company alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) and, to the Knowledge of the Company, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a material default or breach by any Seller Party the Company or by any other such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunderunder any of the Company Agreements or, other than in the ordinary course of business, currently renegotiating any of the Company Agreements. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17, each Each of the Seller Agreements leases, contracts and other ------------------- agreements listed on Schedules 3.12, 3.15, 3.16, 3.21(a) and 3.22, (collectively, the "Material Contracts"), constitutes a valid and binding obligation of the Company and, to the knowledge of the Company or the Shareholders, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in Schedule 3.23 and except for those Seller Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, Material Contracts and each Seller Party the Company is not in, or, to the knowledge of the Company or the Shareholders, alleged to be in, material breach or default under, nor is there or, to the Knowledge knowledge of Seller is there the Company or the Shareholders, is there alleged to be any basis for termination of, of any of the Seller AgreementsMaterial Contracts. To the Knowledge knowledge of Sellerthe Company or the Shareholders, (i) no other party to any of the Seller Agreements Material Contracts has materially breached or defaulted thereunder, and (ii) no . No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party the Company or, to the knowledge of the Company or the Shareholders, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements Material Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17, 4.18 or in any other Schedule hereto: (a) each of the Seller Agreements constitutes leases, contracts and other agreements listed in Schedules 4.10(b), 4.11(b), 4.12(c), 4.15(b) and 4.17 (collectively, the “Company Agreements”) constitutes, to the extent it confers benefits on the Company, to the Knowledge of the Company, a valid legal, valid, binding and binding enforceable obligation of the parties other Person thereto and is in full force and effect and (except as set forth in Schedule 4.3(c) and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue to be legal, valid, binding and enforceable and in full force and effect thereafteron identical terms after the Closing, in each case without breaching the Company having breached the terms thereof or resulting in the thereof, without any forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party ; (b) the Company has fulfilled and performed in all its material respects its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller Company’s Knowledge, is there or is there alleged to be any basis for termination of, any of the Seller Company Agreements. To the Knowledge of SellerCompany’s Knowledge, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party , or give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance under any of the Company Agreements; (c) the Company has not repudiated any provision of, or is currently renegotiating any of of, the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete ; (d) the Company has not received any notice from any party to any Company Agreement claiming a breach by the Company thereunder or indicating such party’s intention to terminate, renegotiate, cancel or decrease the rate of business done with the Company; (e) the Company is not party to any contract requiring it to purchase goods or services above prevailing market rates and prices or to sell goods or services below prevailing market rates or below the cost of such goods or services to the Company; or (f) Seller has delivered to Buyer complete and correct copies of each Company Agreement (as amended to date, together will all waivers thereto) and a written summary of the Seller Agreements have heretofore been made available to Buyer by Sellereach oral Company Agreement.

Status of Contracts. (a) Except as set forth in Schedule 5.175.20(A), each of the Seller Agreements Contracts listed in Schedules 5.9(B)(1), 5.10(B), 5.11(C), 5.11(D), 5.14(A) and 5.16 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 5.2(B) and, except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to , or as requested by Buyer pursuant to this Agreement and in writing), will continue in full force and effect thereafterin all material respects after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Company has fulfilled and performed in all material respects its respective obligations under each of the Seller Agreementsits Company Agreements in all material respects, and each Seller Party no Company is not in, or to Seller’s Knowledge alleged to be in, material breach or default under, nor to the Knowledge of Seller Seller’s Knowledge, is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) Company Agreement and no other party to any of the Seller Agreements Company Agreement has materially breached or defaulted thereunder, and (ii) no . No event has occurred and and, to Seller’s Knowledge, no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party such Company or by any such other party. No Seller Party Company is currently renegotiating any of the Seller Company Agreements (other than ordinary course negotiations in connection with the scheduled expiration of such Company Agreement) or paying liquidated damages in lieu of performance thereunder. Complete True and correct copies of each of the Seller Company Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17Section 3.20 of the Company Letter, each of the Seller Agreements leases, contracts and other agreements listed in Sections 3.10, 3.11, 3.14, 3.16, 3.17, and 3.19 of the Company Letter (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any of its Subsidiaries is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or any Seller Party or of its Subsidiaries, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available by the Company to Buyer by SellerParent.