Common use of Listed Contracts Clause in Contracts

Listed Contracts. (a) Other than Immaterial Contracts, Schedule 4.7(a) lists all commitments, contracts, leases, and agreements, whether written or oral, to which any of the Sellers is a party or by which any of the Sellers, the Business, the Facilities or any of the Assets are bound including the Program Agreements (the “Listed Contracts”). Notwithstanding the foregoing, the term “Listed Contracts” shall include, whether written or oral, all agreements: (i) pursuant to which Sellers have any interest as a lessor, lessee, licensor or licensee of real property; (ii) concerning payment, performance of services or delivery of goods, regardless of amount, with any referral source, including all physicians and healthcare providers; (iii) with any labor union or collective bargaining group or organization; (iv) with one or more directors, trustees, stockholders, partners, affiliates or officers of Sellers; and (v) that prohibit or restrict competition or the conduct of any lawful business by Sellers. Sellers have delivered to LifePoint Sub copies of all written Listed Contracts. (b) Except as listed on Schedule 4.7(b): (i) each of the Assumed Contracts are in full force and effect; (ii) each of the Assumed Contracts constitutes a valid and legally binding obligations of such of the Sellers as are parties thereto, as applicable, and, to the knowledge of Sellers, of the other parties thereto and are enforceable in accordance with their terms against such Seller and, to the knowledge of Sellers, against the other parties thereto, except as enforceability may be limited, restricted or delayed by applicable bankruptcy or other Legal Requirements affecting creditor’s rights and debtor’s relief generally and general principles of equity; (iii) each of the Sellers is and has been in material compliance with the terms and requirements of each Assumed Contract; (iv) each other party that has or had any obligation or liability under any Assumed Contract is and has been in material compliance with the terms and requirements of such Assumed Contract; (v) to Sellers’ knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assumed Contract; (vi) no Seller has received any unresolved notice (whether oral or written) regarding any actual or alleged material violation or breach of, or default under, any Assumed Contract; (vii) there are no renegotiations of, or outstanding rights to renegotiate any Assumed Contract to the knowledge of Sellers, and no party has made written demand for such renegotiation; (viii) no purchase commitment by any of the Sellers that is an Assumed Contract is in excess of the ordinary business requirements of the Business; and (ix) subject to obtaining all required consents for assignment identified on Schedule 4.7(b)(ix), the execution, delivery and performance of this Agreement by Sellers (including the assignment of any Assumed Contracts to the Joint Venture) will not contravene, conflict with, or result in a violation or breach of any provision of, or give any party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assumed Contract.

Listed Contracts. (a) Other than Immaterial Contracts, Schedule 4.7(a4.12(a) lists all commitments, contracts, leases, licenses and agreementsother agreements (including agreements for the borrowing of money or the extension of credit), whether written or oral, to which Seller or any of the Sellers Businesses is a party or by which any of the SellersSeller, the Business, the Facilities Businesses or any of the Assets are bound including the Program Agreements (the “Listed Contracts”); provided, that with respect to UPHP, UPMC, MCMCA, Ice Lake, Ontonagon, Chippewa and Peninsula InfoMed, L.L.C., the term Listed Contracts is limited to those commitments, contracts, leases, licenses and other agreements available to Seller after making a commercially reasonable effort to obtain all commitments, contracts, leases, licenses and other agreements of such entities. Notwithstanding the foregoing, the term “Listed Contracts” shall include, whether written or oral, all agreements: (i) pursuant to which Sellers have Seller has any interest as a lessor, lessee, licensor or licensee in and to any portion of real propertythe Real Estate; (ii) concerning payment, performance of services or delivery of goods, regardless of amount, with any referral source, including all physicians and healthcare providers; (iii) with any labor union or collective bargaining group or organization; (iv) with one or more directors, trustees, stockholders, partners, affiliates or officers of SellersSeller or any of the Businesses; and (v) that prohibit or restrict competition or the conduct of any lawful business by SellersSeller. Sellers have Seller has delivered to LifePoint Sub Buyer true and complete copies of all written Listed Contracts, including any and all amendments and other modifications thereto. (b) Except as listed on Schedule 4.7(b4.12(b): (i) each all of the Assumed Listed Contracts are in full force and effect; (ii) each of the Assumed Listed Contracts constitutes a constitute valid and legally binding obligations of such of Seller or the Sellers as are parties theretoBusinesses, as applicable, and, to the knowledge of SellersSeller, of the other parties thereto and are enforceable in accordance with their terms against such Seller or the Businesses, as applicable, and, to the knowledge of SellersSeller, against the other parties thereto, except as enforceability may be limited, restricted or delayed by applicable bankruptcy or other Legal Requirements affecting creditor’s rights and debtor’s relief generally and except as enforceability may be subject to general principles of equity; (iii) Seller or each of the Sellers Businesses, as applicable, is and has been in compliance in all material compliance respects with the terms and requirements of each Assumed Listed Contract; (iv) to Seller’s knowledge, each other party that has or had any obligation or liability under any Assumed Listed Contract is and has been in material compliance with the terms and requirements of such Assumed Listed Contract; (v) to Sellers’ knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assumed Listed Contract; (vi) no neither Seller nor any of the Businesses has given or received any unresolved notice or other communication (whether oral or written) regarding any actual actual, alleged, possible, or alleged potential material violation or breach of, or default under, any Assumed Listed Contract; (vii) there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any Assumed Listed Contract to the knowledge of Sellers, and no party has made written demand for such renegotiation; (viii) no purchase commitment by any of the Sellers that is an Assumed Contract is in excess of the ordinary business requirements of the Business; and (ix) subject to obtaining all required consents for assignment identified on Schedule 4.7(b)(ix), the execution, delivery and performance of this Agreement by Sellers (including the assignment of any Assumed Contracts to the Joint Venture) will not contravene, conflict with, or result in a violation or breach of any provision of, or give any party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assumed Contract.;