Common use of Contracts, etc Clause in Contracts

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in Exhibit 4.7 to the Company Disclosure Schedule, to the Company's knowledge: (a) All Material Contracts are (i) legally valid and binding in accordance with their terms, (ii) in full force and effect, and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions of the Material Contracts, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No party is in default under any Material Contract, and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the Material Contract or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material Contract. (b) No Material Contract will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the Company. (c) The Company has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. Exhibit 4.7 to Section 4.14 of the Company's Disclosure Schedule lists and briefly describes all of the Company's "Material Contracts," defined as all contracts, agreements and instruments, written and oral, to which the Company or any Company Subsidiary SDK is a party Party and which involve on the part of any Person provision of goods or by which any services or payment of them is bound, and money in excess of $20,000 or which, as if breached, could result in damages or loss of the date benefits to SDK in excess of this Agreement, $20,000 (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material SDK Contracts"), and sets forth, as to each contract, agreement or instrument, whether consummation of the transactions contemplated hereby will require consent of any Third Person to avoid the occurrence of a breach or default of, or termination or change of rights or benefits under such contract, agreement or instrument. The Company SDK has made delivered to Eclipsys a correct and complete copy of each written agreement listed in Section 4.14 of the Material Contracts available Disclosure Schedule (as amended to date) and a written summary setting forth the Parent. Except as set forth terms and conditions of each oral agreement referred to in Exhibit 4.7 to Section 4.14 of the Company Disclosure Schedule. With respect to each SDK Contract: (A) the SDK Contract is legal, to the Company's knowledge: (a) All Material Contracts are (i) legally valid valid, binding, enforceable, and binding in accordance with their terms, (ii) in full force and effect; (B) no breach, default, termination or loss or change of rights or benefits shall occur with respect to such SDK Contract as a result of the consummation of the transactions contemplated hereby; (C) SDK is not, and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, to SDK and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions of the Material ContractsSelling Stockholder's Knowledge, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No party no other Party is in default under any Material Contractbreach or default, and no event has occurred which, but for the passage which with notice or lapse of time or the giving of notice or both, would constitute a default thereunderbreach or default, exceptor permit termination, in each casemodification, where or acceleration, under the invalidity SDK Contract; (D) no Party has repudiated any provision of the Material Contract SDK Contract; and (E) SDK does not owe (and to the Knowledge or SDK and the default Selling Stockholders there is no Basis for) any penalty or breach thereunder similar changes for delays in delivery of any product or thereof would not, individually service or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material indemnification obligations under such SDK Contract. (b) No Material Contract will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the Company. (c) The Company has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in Exhibit 4.7 to the Company Disclosure Schedule, to the Company's knowledge: (a) All Material Contracts material contracts, leases, agreements and arrangements to which NSC or any of the NSC Subsidiaries or NSC Other Entities is a party are (i) legally valid and binding in accordance with their terms, (ii) terms and in full force and effecteffect (assuming such contracts, leases and arrangements are enforceable against the other parties to such contracts, leases, agreements and arrangements), and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions knowledge of the Material ContractsNSC, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No no party is in default under any Material Contractthereunder, and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the Material Contract lease, contract, agreement or arrangement or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material ContractNSC. (b) No Material Contract Except as set forth on Exhibit 3.9(b) to the Disclosure Schedule, no contract or agreement to which NSC or any NSC Subsidiary or NSC Other Entity is a party will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the CompanyNSC. (c) The Company Except as set forth on Exhibit 3.9(c) to the Disclosure Schedule, none of NSC, any NSC Subsidiary or any NSC Other Entity has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (ia) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in on Exhibit 4.7 3.10(a) to the Company Disclosure Schedule, all material contracts, leases, agreements and arrangements to which Horizon/CMS or any of the Company's knowledge: (a) All Material Contracts Horizon/CMS Subsidiaries or Horizon/CMS Other Entities is a party are (i) legally valid and binding in accordance with their terms, (ii) terms and in full force and effect, and (iii) do not violate any federaland, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions knowledge of the Material ContractsHorizon/CMS, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No no party is in default under any Material Contractthereunder, and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity or unenforceablity of the Material Contract lease, contract, agreement or arrangement or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material ContractHorizon/CMS. (b) No Material Contract Except as set forth on Exhibit 3.10(b) to the Disclosure Schedule, no contract or agreement to which Horizon/CMS or any Horizon/CMS Subsidiary or Horizon/CMS Other Entity is a party will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminatedterminated or if their enforceability were otherwise adversely affected, would not have a material adverse effect on the CompanyHorizon/CMS. (c) The Company Except as set forth on Exhibit 3.10(c) to the Disclosure Schedule, none of Horizon/CMS, any Horizon/CMS Subsidiary or any Horizon/CMS Other Entity has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting in any material manner its ability to engage in any material business in any location.