Miscellaneous Contracts. Miscellaneous Contracts" shall mean the contracts listed in Exhibit A-3.
Miscellaneous Contracts. 1. Members Agreement among the Company, Project Finance XI, Ltd. (also sometimes referred to herein as "GE"), and LNG Power VI, Ltd. dated March 23, 2000.
Miscellaneous Contracts. All rights of Seller under any construction warranties and those service contracts and other contracts listed on SCHEDULE 1.1.6.
Miscellaneous Contracts. 1.1(i) Minor Claims
Miscellaneous Contracts. 4.12.5 Permits.
Miscellaneous Contracts. All of Seller's right, title and interest in and to the Miscellaneous Contracts (hereinafter defined); and
Miscellaneous Contracts. Seller agrees to take such actions as may be required to assign all agreements, contracts, leases, permits, licenses, guaranties and warranties which relate to or affect the Property or the operation or use thereof (collectively the "Miscellaneous Contracts") to Purchaser on the Closing Date. Seller shall pay all fees and expenses in regard to such assignments or transfers, including any customary transfer charges necessary to obtain the consent of any party. Seller shall cooperate and promptly execute all applications and instruments required by governmental entities in connection with the transfer to Purchaser of any of the Miscellaneous Contracts. Purchaser agrees to submit all applications, documentation and information reasonably required to assist Seller in obtaining such consents and transfers.
Miscellaneous Contracts. Section 1.1 Employees/Section 1.1 Excluded Assets/Section 1.1 Financial Statements/Section 1.1 Intellectual Property/Section 1.1 Leases/Section 1.1 Personal Property/Section 1.1 Litigation/Section 5.8 Allocation/Section 3.2 Seller's Consents (Part A)/Section 5.3(a) Seller's Consents (Part B)/Section 5.3(a) Seller's Consents (Part C)/Section 5.3(b) Changes/Section 5.5 Employee Benefit Plans/Section 5.7(a) -iv- 5 Health Care Licenses/Section 5.12(a) Payment Programs/Section 5.12(b) Other Licenses/Section 5.12(f) Affiliate Transactions/Section 5.19 Customers/Section 5.23 Developments/Section 5.24 Buyer's Consents/Section 6.3 Litigation (Buyer)/Section 6.5 EXHIBITS Exhibit - Assignment and Assumption Agreement Exhibit - Bill xx Sale Exhibit - Marketing Services Agreement Exhibit - Transition Services Agreement THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of this 9th day of June, 2000 by and among CURAFLEX HEALTH SERVICES, INC., a Delaware corporation ("Seller"), Coram Healthcare Corporation, a Delaware corporation, solely for purposes of Sections 7.9 and 11.9(a) (the "Seller Guarantor"), CURASCRIPT PHARMACY, INC., a Delaware corporation, CURASCRIPT PBM SERVICES, INC., a Delaware corporation (each a "Buyer" and collectively, the "Buyers"), and GTCR FUND VI, L.P., a Delaware limited partnership, solely for purposes of Section 14.3 (the "Buyers' Guarantor").
Miscellaneous Contracts. (a) Schedule 3.9(a) hereto contains an accurate and complete list of all material agreements, leases, licenses, contracts or commitments (whether oral or written) to which the Company is a party or by which any of its material assets are bound, including, without limitation, (i) royalty, distribution, sales representative, agency, territorial or license agreements, (ii) agreements or contracts with any officer, employee, director, shareholder, professional person or firm, independent contractor or advertising firm or agency, (iii) contracts or collective bargaining agreements with any labor union or representative of employees, (iv) agreements, contracts or commitments containing any covenant restricting the business conducted by the Company, (v) leases of real and personal property, (vi) agreements or contracts granting or agreeing to grant any person or entity sourcing, marketing, distribution or similar rights, (vii) purchase and sales orders and commitments and agreements or contracts with vendors, contractors or customers, (viii) powers of attorney, (ix) loans, financing or other credit arrangements or agreements under which money has been borrowed or loaned (including security agreements relating thereto), (x) bonds, fidelity or surety contracts, guarantees or similar obligations, (xi) employment, consulting, pension, profit sharing, retirement, severance, matching gift, bonus, stock option, employee stock ownership, employee or officer incentive or other compensation or employee benefit contracts, plans or agreements, (xii) commitments or contracts relating to political contributions or donations, (xiii) agreements restricting dividends or distributions or the right to conduct business and (xiv) joint venture agreements. For purposes of this Section 3.9, an agreement, lease, license, contract or commitment shall not be deemed "material" unless it (a) obligates the Company to pay an amount of $50,000 or more and (b) cannot be terminated by providing less than ninety (90) days' notice or by paying any penalty. Complete and accurate copies of all such listed contracts or other obligations have been delivered by the Sellers to the Purchaser.
Miscellaneous Contracts. The Seller's obligations with respect to the Operations under the contracts described on the attached Schedule 5.2 (c), (the "Miscellaneous Contracts"). If the Miscellaneous Contracts are not assumable, Buyer shall have no obligation to assume them, provided that, in such event, the contract rights associated with such non-assumed Miscellaneous Contracts shall be deemed to be Excluded Assets and shall not be transferred to Buyer hereunder. Buyer shall not assume any contract liabilities unless Seller has also assigned to Buyer the related contract rights and assets.
