Common use of The Contracts Clause in Contracts

The Contracts. Sellers have made available to Buyers true, correct, and materially complete copies of the Contracts other than the Immaterial Contracts (the “Material Contracts”), and have given, and will give, the agents, employees and representatives of Buyers access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments to or by any Seller of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, or that are not (directly or indirectly) with physicians, immediate family members of physicians, referral sources or referral recipients. Sellers represent and warrant with respect to the Contracts that: (a) The Material Contracts constitute legal, valid and binding obligations of Sellers and, to the knowledge of Sellers, the other parties with respect thereto, and are enforceable against Sellers and, to the knowledge of Sellers, the other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts, all obligations required to be performed by Sellers and, to the knowledge of Sellers, the other parties with respect thereto prior to the date hereof under the terms of the Contracts have been performed, and no acts or omissions by Sellers and, to the knowledge of Sellers, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by Sellers and, to the knowledge of Sellers, the other parties with respect thereto under the Material Contracts; (d) Except as expressly set forth on Schedule 1.1(g), none of the Material Contracts requires consent to the assignment and assumption of such Contracts by Buyers, and Sellers will use commercially reasonable efforts to obtain any required consents prior to the Closing; (e) Except as expressly set forth on Schedule 1.1(g), the assignment of the Material Contracts to and assumption of such Material Contracts by Buyers will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder; (f) Except as set forth on Schedule 1.1(g), no Contract is subject to a Seller Guaranty (as hereinafter defined); and (g) Schedule 3.17 sets forth a list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351), group of physicians, or entity that is owned or controlled by one or more physicians.

The Contracts. Sellers have made available to Buyers true, correct, correct and materially complete copies of the Contracts other than the Immaterial Contracts (the “Material Contracts”), and have given, and will give, the agents, employees and representatives of Buyers access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments to or by any Seller of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, or and that are not (directly with physicians or indirectly) with physicians, immediate family members of physicians, other referral sources or referral recipientssources. Sellers represent and warrant with respect to the Contracts that: (a) The Material Contracts constitute legal, valid and binding obligations of Sellers and, to the knowledge of Sellers, the other parties with respect thereto, and are enforceable against Sellers and, to the knowledge of Sellers, the other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the ContractsContracts identified on Schedule 1.1(g), all obligations required to be performed by Sellers and, to the knowledge of Sellers, the other parties with respect thereto prior to the date hereof under the terms of the Contracts have been performedperformed in all material respects to the extent such obligations to perform have accrued, and no acts or omissions by Sellers andor, to the knowledge of Sellers, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by Sellers andor, to the knowledge of Sellers, the other parties with respect thereto under the Material Contracts; (d) Except as expressly set forth on Schedule 1.1(g), none of the Material Contracts requires consent to the assignment and assumption of such Contracts by Buyers, and Sellers will use commercially reasonable efforts to obtain any required consents prior to the Closing; (e) Except as expressly set forth on Schedule 1.1(g), the assignment of the Material Contracts to and assumption of such Material Contracts by Buyers will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder;, or give rise to any early termination right or accelerate any right or remedy thereunder; and (f) Except as set forth on Schedule 1.1(g), no Contract is subject to a Seller Guaranty (as hereinafter hereafter defined); and) and a true, correct and materially complete copy of each Seller Guaranty has been provided to Buyers. (g) Schedule 3.17 3.17(g) sets forth a list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351), group of physicians, or entity that is owned or controlled by one or more physicians.

The Contracts. Sellers have Seller has made available to Buyers true, correct, Buyer true and materially complete correct copies of the Contracts other than (including the Immaterial Contracts (the “Material Contracts”), and have has given, and will give, the agents, employees and representatives of Buyers Buyer access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments payments, performance of services or delivery of goods or materials, to or by any Seller Entity of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, or and that are not (directly with physicians or indirectly) with physicians, immediate family members of physicians, other referral sources or referral recipientssources. Sellers represent Seller represents and warrant warrants with respect to the Contracts that: (a) The Material Contracts constitute legal, valid and binding obligations of Sellers the Seller Entities and, to the knowledge of SellersSeller, the other parties with respect thereto, and are enforceable against Sellers the Seller Entities and, to the knowledge of SellersSeller, the other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts, all obligations required to be performed by Sellers the Seller Entities and, to the knowledge of SellersSeller, the other parties with respect thereto prior to the date hereof under the terms of the Contracts have been performed, and no acts or omissions by Sellers the Seller Entities and, to the knowledge of SellersSeller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by Sellers the Seller Entities and, to the knowledge of SellersSeller, the other parties with respect thereto under the Material Contracts; (d) Except as expressly set forth on in Schedule 1.1(g), none of the Material Contracts requires consent to the assignment and assumption of such Contracts by Buyersthe Buyer Entities, and Sellers Seller will use commercially reasonable efforts to obtain any required consents prior to the Closing;; and (e) Except as expressly set forth on in Schedule 1.1(g), the assignment of the Material Contracts to and assumption of such Material Contracts by Buyers the Buyer Entities will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder; (f) Except as set forth on Schedule 1.1(g), no Contract is subject to a Seller Guaranty (as hereinafter defined); and (g) Schedule 3.17 sets forth a list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351), group of physicians, or entity that is owned or controlled by one or more physicians.

The Contracts. Sellers have made available to Buyers true, correct, Buyer true and materially complete correct copies of all contracts, commitments, leases and agreements to which either Seller is bound or which otherwise pertain to the Contracts other than Assets or the Immaterial Contracts operations of the Hospital (the “Material Contracts”), in each case as amended or otherwise modified and in effect, together with any extension notices and other material correspondence or documentation (including any fair market value analyses with respect to third party leases pursuant to which the Sellers lease, sublease, license or otherwise grant a right to use or occupy all or some portion of the Real Property to physicians or other referral sources) related thereto, in the possession or control of the Sellers, and have given, and will give, the agents, employees and representatives of Buyers Buyer access to the originals of the Contracts to the extent originals are available. Schedule 3.17 lists all of the Contracts that Buyer wishes to assume and include in the Assets (such Contracts hereinafter being referred to as the “Immaterial Assumed Contracts” are commitments”), contracts, leases and agreements designates which individually involve future payments of them require the consent of the other party prior to or by any Seller of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, or that are not (directly or indirectly) with physicians, immediate family members of physicians, referral sources or referral recipientsassignment thereof. Sellers represent and warrant with respect to the Assumed Contracts that: (a) The Material Assumed Contracts are, and will be, without penalty, upon the consummation of the transactions contemplated hereby, in full force and effect, constitute legal, valid and legally binding obligations of Sellers the appropriate Seller and, to the knowledge of Sellers’ knowledge, the other parties with respect thereto, and are enforceable against Sellers and, to the knowledge of Sellers’ knowledge, the other parties with respect thereto thereto, in accordance with their terms; (b) Each Material Assumed Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required Except as expressly set forth on Schedule 3.17, in connection with the assignment of the Contractsall material respects, all obligations required to be performed by Sellers and, to the knowledge of Sellers, the other parties with respect thereto prior to the date hereof appropriate Seller under the terms of the Assumed Contracts have been performedperformed to the extent such obligations to perform have accrued, no Seller is in breach of or default under any Assumed Contract or in receipt of any claim of breach of or default under any Assumed Contract, and no acts act or omissions omission by Sellers and, to the knowledge of Sellers, the other parties with respect thereto have appropriate Seller has occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by Sellers and, to the knowledge of Sellers, the other parties with respect thereto under the Material Assumed Contracts; (d) Except as expressly set forth on Schedule 1.1(g)3.17, none Sellers have no knowledge of any breach or anticipated breach by the Material Contracts requires consent other parties to the assignment and assumption of such Contracts by Buyers, and Sellers will use commercially reasonable efforts to obtain any required consents prior to the Closing;Assumed Contract; and (e) Except as expressly set forth on Schedule 1.1(g)3.17, the Assumed Contracts do not require consent to the assignment of the Material Contracts to and assumption of such Material Assumed Contracts by Buyers will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder; (f) Except as set forth on Schedule 1.1(g), no Contract is subject to a Seller Guaranty (as hereinafter defined); and (g) Schedule 3.17 sets forth a list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351), group of physicians, or entity that is owned or controlled by one or more physiciansBuyer.

The Contracts. Sellers have (a) Seller has made available to Buyers true, correct, Buyer true and materially complete correct copies of the Contracts (other than the Immaterial Contracts (the “Material Contracts”) set forth on Schedule 1.1(g), and have has given, and will give, the agents, employees and representatives of Buyers Buyer access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases contracts and agreements (other than real property leases) which individually involve future payments payments, performance of services or delivery of goods or materials, to or by Seller or any Seller Entity, of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, or basis and that are not (directly with physicians or indirectly) with physicians, immediate family members of physicians, other referral sources or referral recipientssources. Sellers represent Seller represents and warrant warrants with respect to the Contracts that: (ab) The Material Contracts constitute legal, valid and binding obligations of Sellers the Seller Entities and, to the knowledge Knowledge of SellersSeller, the other parties with respect thereto, and are enforceable against Sellers the Seller Entities and, to the knowledge Knowledge of SellersSeller, the other parties with respect thereto in accordance with their terms; (b) . Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof;. (c) Assuming the receipt of any consents required in connection with the assignment of the ContractsContracts and except as set forth in Schedule 3.17(c), (i) all obligations required to be performed by Sellers the Seller Entities and, to the knowledge Knowledge of SellersSeller, the other parties with respect thereto prior to the date hereof under the terms of the Contracts have been performed, and (ii) no acts or omissions by Sellers the Seller Entities and, to the knowledge Knowledge of SellersSeller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by Sellers the Seller Entities and, to the knowledge Knowledge of SellersSeller, the other parties with respect thereto under the Material Contracts;, and (iii) no Seller Entity is in breach and there is no pending, or to the Seller’s Knowledge, threatened breach or default under any Contract. (d) Except as expressly set forth on in Schedule 1.1(g), (i) none of the Material Contracts requires require notice of or consent to the assignment and assumption of such Contracts by Buyersthe Buyer Entities, and Sellers Seller will use commercially reasonable efforts to obtain any required consents prior to the Closing; Closing and (eii) Except as expressly set forth on Schedule 1.1(g), the assignment of the Material Contracts to and assumption of such Material Contracts by Buyers the Buyer Entities will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder;. (fe) Except as set forth on Schedule 1.1(g3.17(e), no Contract is subject party has given written notice of its intent to a Seller Guaranty (as hereinafter defined); and (g) Schedule 3.17 sets forth a list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351)terminate, group of physiciansnot renew, or entity that is owned or controlled by one or more physiciansmaterially change any material Contract.

The Contracts. Sellers have made available to Buyers true, correct, Buyer true and materially complete correct copies of the Contracts other than (including the Immaterial Contracts Contracts), in each case as amended or otherwise modified and in effect, together with any extension notices and other material correspondence or documentation (including any fair market value analyses with respect to third party leases pursuant to which the “Material Contracts”)Sellers lease, sublease, license or otherwise grant a right to use or occupy all or some portion of the Real Property to physicians or other referral sources) related thereto, in the possession or control of the Sellers, and have given, and will give, the agents, employees and representatives of Buyers Buyer access to the originals of the Contracts to the extent originals are available. Schedule 1.1(g) lists all of the material Contracts, and designates which of them require the consent of the other party prior to any assignment thereof. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments payments, performance of services or delivery of goods or material, to or by any Seller Sellers of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, or and that are not (directly with physicians or indirectly) with physicians, immediate family members of physicians, other referral sources or referral recipientssources. Sellers represent and warrant with respect to the Contracts that: (a) The Material Contracts are, and will be, without penalty, upon the consummation of the transactions contemplated hereby, in full force and effect, constitute legal, valid and legally binding obligations of Sellers the appropriate Seller and, to the knowledge of Sellers’ knowledge, the other parties with respect thereto, and are enforceable against Sellers the appropriate Seller and, to the knowledge of Sellers’ knowledge, the other parties with respect thereto thereto, in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the ContractsIn all material respects, all obligations required to be performed by Sellers and, to the knowledge of Sellers, the other parties with respect thereto prior to the date hereof appropriate Seller under the terms of the Contracts have been performedperformed to the extent such obligations to perform have accrued, no Seller is in breach of or default under any Contract or in receipt of any claim of breach of or default under any Contract, and no acts act or omissions omission by Sellers and, to the knowledge of Sellers, the other parties with respect thereto have appropriate Seller has occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by Sellers and, to the knowledge of Sellers, the other parties with respect thereto under the Material Contracts; (d) Except as expressly set forth on Schedule 1.1(g), none Sellers have no knowledge of any breach or anticipated breach by the Material Contracts requires consent other parties to the assignment and assumption of such Contracts by Buyers, and Sellers will use commercially reasonable efforts to obtain any required consents prior to the Closing;Contract; and (e) Except as expressly set forth on Schedule 1.1(g), the Contract does not require consent to the assignment of the Material Contracts to and assumption of such Material Contracts Contract by Buyers will not result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party thereunder; (f) Except as set forth on Schedule 1.1(g), no Contract is subject to a Seller Guaranty (as hereinafter defined); and (g) Schedule 3.17 sets forth a list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351), group of physicians, or entity that is owned or controlled by one or more physiciansBuyer.