Common use of Recent Activities Clause in Contracts

Recent Activities. Except as set forth on Schedule 3.11 identifying the applicable lettered subparagraph noted below, since December 31, 2004: (a) There has been no change in the business, financial condition, results of operations, Assets, properties or liabilities of the Company or its Subsidiaries which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (b) There has been no destruction of, damage to or loss of any material Assets (whether or not covered by insurance); (c) The Company and its Subsidiaries have not increased or agreed to increase the compensation payable to any of their Employees, consultants or agents, or made or agreed to make any bonus or severance payment to any of their Employees, consultants or agents; (d) No labor dispute has occurred materially and adversely affecting the business of the Company or any Subsidiary; (e) Except for the Windermere Property (as defined in Section 3.15 below) and the assets distributed to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Redemption Agreement dated January 5, 2005 (the “Pozgar Redemption Agreement”), a copy of which has been provided to Purchaser, the Company and its Subsidiaries have not sold, assigned, transferred, distributed or otherwise disposed of any material property or Assets, except in the ordinary course of business, and they have not sold or factored, or agreed to sell or factor, any Accounts Receivable; (f) No Encumbrance has been imposed on any of the Assets; (g) There has been no material change in any accounting method, policy or practice of the Company and its Subsidiaries; (h) Except with respect to the Pozgar Redemption Agreement, there has not been a declaration, setting aside or payment of a dividend or other distribution with respect to the Company’s or the Subsidiaries’ Interests or any direct or indirect redemption, purchase, acquisition or other disposition of the Interests of the Company or its Subsidiaries; (i) Except for the Note, neither the Company nor any Subsidiary has incurred any Indebtedness or guaranteed the Indebtedness of any other Person, except for borrowings by the Company in the ordinary course of business and borrowings under the Company’s existing credit facility with Bank of America, in accordance with the terms of such facility and the Note; (j) Neither the Company nor any Subsidiary has issued or sold, or contracted to issue or sell, any of its Interests or securities exchangeable, convertible or exercisable therefor, or any warrants, options or rights to purchase any of the foregoing; (k) Neither the Company nor any Subsidiary has entered into any collective bargaining agreement; (l) Neither the Company nor any Subsidiary has entered into any related-party transactions, other than routine advances for employee travel expenses; (m) Neither the Company nor any Subsidiary has paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of any actual or alleged violation of any Legal Requirement; and (n) Except for the termination of the Program, neither the Company nor any Subsidiary has instituted any new, terminated, amended or otherwise modified any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements.

Recent Activities. Except Since December 31, 2009, and except as set forth on Schedule 3.11 identifying the applicable lettered subparagraph noted below, since December 31, 20043.8: (a) There has been no change in the businessNo material damage, financial condition, results of operations, Assets, properties or liabilities of the Company or its Subsidiaries which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (b) There has been no destruction of, damage to or loss of any material Assets (whether or not covered by insurance)) has occurred affecting the Assets; (cb) The Company and its Subsidiaries have Except in the ordinary course of the Hospital Businesses, Seller has not increased or agreed to increase the compensation payable to any of their Employeesthe employees or (to Seller’s knowledge, consultants or agents, or made to) agents of the Hospital Businesses or agreed to make any bonus that has not been paid or severance payment to any of their Employeesthe employees or (to Seller’s knowledge, consultants or agentsto) agents of the Hospital Businesses; (dc) No labor dispute has occurred materially and adversely affecting the business of the Company that has had or any Subsidiary;would have a Material Adverse (ed) Except for the Windermere Property (as defined in Section 3.15 below) and the assets distributed to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Redemption Agreement dated January 5, 2005 (the “Pozgar Redemption Agreement”), a copy of which Seller has been provided to Purchaser, the Company and its Subsidiaries have not sold, assigned, transferred, distributed or otherwise disposed of any material property or of the Assets, except in the ordinary course of businessthe Hospital Businesses, and they have it has not sold or factored, or agreed to sell or factor, any Accounts Receivable; (fe) No Encumbrance has been imposed on any of the Assets, other than the Permitted Encumbrances; (f) Seller has not canceled or waived any rights in respect of the Assets, except in the ordinary course of the Hospital Businesses and except for settlements of disputes which have not had and will not have a Material Adverse Effect; (g) There has been no material change in any accounting method, policy or practice of Seller with respect to the Company and its SubsidiariesHospital Businesses; (h) Except with respect to Other than compensation paid in the Pozgar Redemption Agreementordinary course of employment, there Seller has not been a declarationpaid any amount to, setting aside sold any Assets to, or payment entered into any Contract with, any officer, trustee or member of a dividend or other distribution with respect to the Company’s or the Subsidiaries’ Interests or any direct or indirect redemption, purchase, acquisition or other disposition of the Interests of the Company or its SubsidiariesSeller; (i) Except for the Note, neither the Company nor any Subsidiary Seller has incurred any Indebtedness or guaranteed the Indebtedness of any other Person, except for borrowings by the Company in the ordinary course of business and borrowings under the Company’s existing credit facility with Bank of America, in accordance with the terms of such facility and the Note; (j) Neither the Company nor any Subsidiary has issued or sold, or contracted to issue or sell, any of its Interests or securities exchangeable, convertible or exercisable therefor, or any warrants, options or rights to purchase any of the foregoing; (k) Neither the Company nor any Subsidiary has entered into any collective bargaining agreement; (l) Neither the Company nor any Subsidiary has entered into any related-party transactions, other than routine advances for employee travel expenses; (m) Neither the Company nor any Subsidiary has not paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of any actual or alleged violation of any Legal Requirement; and; (nj) Except for in the termination ordinary course of the Program, neither the Company nor any Subsidiary has instituted any new, terminated, amended or otherwise modified any Employee Benefit Plan or Other Plan, business and except for amendments required to comply with applicable Legal Requirements, Seller has not instituted any new, or terminated, amended or otherwise modified any existing, Seller Employee Benefit Plan; (k) Seller has not entered into or agreed to enter into any transaction outside the ordinary course of the Hospital Businesses that would result in a liability or obligation of Seller in excess of $500,000; and (l) To Seller’s knowledge, no event or circumstances has occurred which has had, or reasonably could be expected to have, a Material Adverse Effect.

Recent Activities. Except Since December 31, 2009, and except as set forth on Schedule 3.11 identifying the applicable lettered subparagraph noted below, since December 31, 20043.8: (a) There has been no change in the businessNo material damage, financial condition, results of operations, Assets, properties or liabilities of the Company or its Subsidiaries which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (b) There has been no destruction of, damage to or loss of any material Assets (whether or not covered by insurance)) has occurred affecting the Assets; (cb) The Company and its Subsidiaries have Except in the ordinary course of the Hospital Businesses, Seller has not increased or agreed to increase the compensation payable to any of their Employeesthe employees or (to Seller’s knowledge, consultants or agents, or made to) agents of the Hospital Businesses or agreed to make any bonus that has not been paid or severance payment to any of their Employeesthe employees or (to Seller’s knowledge, consultants or agentsto) agents of the Hospital Businesses; (dc) No labor dispute has occurred materially and adversely affecting the business of the Company that has had or any Subsidiarywould have a Material Adverse Effect; (ed) Except for the Windermere Property (as defined in Section 3.15 below) and the assets distributed to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Redemption Agreement dated January 5, 2005 (the “Pozgar Redemption Agreement”), a copy of which Seller has been provided to Purchaser, the Company and its Subsidiaries have not sold, assigned, transferred, distributed or otherwise disposed of any material property or of the Assets, except in the ordinary course of businessthe Hospital Businesses, and they have it has not sold or factored, or agreed to sell or factor, any Accounts Receivable; (fe) No Encumbrance has been imposed on any of the Assets, other than the Permitted Encumbrances; (f) Seller has not canceled or waived any rights in respect of the Assets, except in the ordinary course of the Hospital Businesses and except for settlements of disputes which have not had and will not have a Material Adverse Effect; (g) There has been no material change in any accounting method, policy or practice of Seller with respect to the Company and its SubsidiariesHospital Businesses; (h) Except with respect to Other than compensation paid in the Pozgar Redemption Agreementordinary course of employment, there Seller has not been a declarationpaid any amount to, setting aside sold any Assets to, or payment entered into any Contract with, any officer, trustee or member of a dividend or other distribution with respect to the Company’s or the Subsidiaries’ Interests or any direct or indirect redemption, purchase, acquisition or other disposition of the Interests of the Company or its SubsidiariesSeller; (i) Except for the Note, neither the Company nor any Subsidiary Seller has incurred any Indebtedness or guaranteed the Indebtedness of any other Person, except for borrowings by the Company in the ordinary course of business and borrowings under the Company’s existing credit facility with Bank of America, in accordance with the terms of such facility and the Note; (j) Neither the Company nor any Subsidiary has issued or sold, or contracted to issue or sell, any of its Interests or securities exchangeable, convertible or exercisable therefor, or any warrants, options or rights to purchase any of the foregoing; (k) Neither the Company nor any Subsidiary has entered into any collective bargaining agreement; (l) Neither the Company nor any Subsidiary has entered into any related-party transactions, other than routine advances for employee travel expenses; (m) Neither the Company nor any Subsidiary has not paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of any actual or alleged violation of any Legal Requirement; and; (nj) Except for in the termination ordinary course of the Program, neither the Company nor any Subsidiary has instituted any new, terminated, amended or otherwise modified any Employee Benefit Plan or Other Plan, business and except for amendments required to comply with applicable Legal Requirements, Seller has not instituted any new, or terminated, amended or otherwise modified any existing, Seller Employee Benefit Plan; (k) Seller has not entered into or agreed to enter into any transaction outside the ordinary course of the Hospital Businesses that would result in a liability or obligation of Seller in excess of $500,000; and (l) To Seller’s knowledge, no event or circumstances has occurred which has had, or reasonably could be expected to have, a Material Adverse Effect.

Recent Activities. Except Since February 28, 2002 and except as set forth on Schedule 3.11 identifying the applicable lettered subparagraph noted below, since December 31, 20043.8: (a) There has been no change in the businessNo material damage, financial condition, results of operations, Assets, properties or liabilities of the Company or its Subsidiaries which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (b) There has been no destruction of, damage to or loss of any material Assets (whether or not covered by insurance)) has occurred affecting the Assets; (cb) The Company and its Subsidiaries have Except in the ordinary course of the Hospital Businesses in accordance with existing Hospital personnel policies, Seller has not increased or agreed to increase the compensation payable to any of their Employeesthe employees or (to Seller’s knowledge, consultants or agents, or made to) agents of the Hospital Businesses or agreed to make any bonus that has not been paid or severance payment to any of their Employeesthe employees or (to Seller’s knowledge, consultants or agentsto) agents of the Hospital Businesses, and has not employed any additional management personnel in respect of the Hospital Businesses; (dc) No labor dispute has occurred materially and adversely affecting the business of the Company that has had or any Subsidiarywould have a Material Adverse Effect; (ed) Except for the Windermere Property (as defined in Section 3.15 below) and the assets distributed to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Redemption Agreement dated January 5, 2005 (the “Pozgar Redemption Agreement”), a copy of which Seller has been provided to Purchaser, the Company and its Subsidiaries have not sold, assigned, transferred, distributed or otherwise disposed of any material property or of the Assets, except in the ordinary course of businessthe Hospital Businesses, and they have it has not sold or factored, or agreed to sell or factor, any Accounts Receivable; (fe) No Encumbrance has been imposed on any of the Assets, other than the Permitted Encumbrances; (f) Seller has not canceled or waived any rights in respect of the Assets, except in the ordinary course of the Hospital Businesses and except for settlements of disputes which have not had and will not have a Material Adverse Effect; (g) There has been no material change in any accounting method, policy or practice of Seller with respect to the Company and its SubsidiariesHospital Businesses; (h) Except with respect to Other than compensation paid in the Pozgar Redemption Agreementordinary course of employment, there Seller has not been a declarationpaid any amount to, setting aside sold any Assets to, or payment entered into any Contract with, any officer or director, trustee or governor of a dividend or other distribution with respect to the Company’s or the Subsidiaries’ Interests or any direct or indirect redemption, purchase, acquisition or other disposition of the Interests of the Company or its SubsidiariesSeller; (i) Except for the Note, neither the Company nor any Subsidiary Seller has incurred any Indebtedness or guaranteed the Indebtedness of any other Person, except for borrowings by the Company in the ordinary course of business and borrowings under the Company’s existing credit facility with Bank of America, in accordance with the terms of such facility and the Note; (j) Neither the Company nor any Subsidiary has issued or sold, or contracted to issue or sell, any of its Interests or securities exchangeable, convertible or exercisable therefor, or any warrants, options or rights to purchase any of the foregoing; (k) Neither the Company nor any Subsidiary has entered into any collective bargaining agreement; (l) Neither the Company nor any Subsidiary has entered into any related-party transactions, other than routine advances for employee travel expenses; (m) Neither the Company nor any Subsidiary has not paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of any actual or alleged violation of any Legal Requirement; and; (nj) Except for the termination of the Program, neither the Company nor any Subsidiary Seller has not instituted any new, terminated, amended or otherwise modified any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements; (k) Seller has not entered into or agreed to enter into any transaction outside the ordinary course of the Hospital Businesses that would result in a liability or obligation of Seller in excess of $20,000; and (l) no event or circumstance has occurred which has had or reasonably could be expected to have a Material Adverse Effect.

Recent Activities. Except as set forth on described in Schedule 3.11 identifying the applicable lettered subparagraph noted below3.08 since June 30, since December 31, 20041999: (a) There no material adverse change has been no change occurred in the business, financial condition, results of operationsassets, Assetsliabilities (contingent or otherwise), properties working capital reserves, income or liabilities prospects of the Company or its Subsidiaries whichHospital Businesses, individually or in the aggregate, has had or could reasonably be expected to have taken as a Material Adverse Effectwhole; (b) There has been no material damage, destruction of, damage to or loss of any material Assets (whether or not covered by insurance)) has occurred affecting the Assets; (c) The Company and its Subsidiaries have not except in the ordinary course of the Hospital Businesses in accordance with existing Hospital personnel policies or otherwise disclosed on Schedule 3.18, no Seller or Subsidiary has increased or agreed to increase the compensation payable to any of their Employees, consultants the employees or agents, agents of the Hospital Businesses or made or agreed to make any bonus or severance payment to any of their Employeesthe employees or agents of the Hospital Businesses, consultants and no Seller or agentsSubsidiary has employed any additional management personnel in respect of the Hospital Businesses; (d) No no labor dispute dispute, enactment of state or local law, promulgation of state or local regulation, or other event or condition has occurred materially and adversely affecting the business any of the Company or any SubsidiaryHospital Businesses; (e) Except for the Windermere Property (as defined in Section 3.15 below) and the assets distributed to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the Redemption Agreement dated January 5, 2005 (the “Pozgar Redemption Agreement”), a copy of which no Seller or Subsidiary has been provided to Purchaser, the Company and its Subsidiaries have not sold, assigned, transferred, distributed or otherwise disposed of any material property or of the Assets, except in the ordinary course of business, and they have not sold or factored, or agreed to sell or factor, any Accounts Receivablethe Hospital Businesses; (f) No no Encumbrance has been imposed on any of the Assets; (g) There no Seller or Subsidiary has canceled or waived any rights in respect of the Assets, except in the ordinary course of the Hospital Businesses; (h) there has been no material change in any accounting method, policy or practice of the Company and its Subsidiaries; (h) Except any Seller or Subsidiary with respect to the Pozgar Redemption Agreement, there has not been a declaration, setting aside or payment of a dividend or other distribution with respect to the Company’s or the Subsidiaries’ Interests or any direct or indirect redemption, purchase, acquisition or other disposition of the Interests of the Company or its SubsidiariesHospital Businesses; (i) Except for the Note, neither the Company nor any Subsidiary has incurred any Indebtedness or guaranteed the Indebtedness of any other Person, except for borrowings by the Company than compensation paid in the ordinary course of business and borrowings under the Company’s existing credit facility with Bank employment, no Seller or Subsidiary has paid any amount to, sold any Assets to, or entered into any Contract with, any officer, director, trustee, shareholder, partner or member of Americaany Seller or Subsidiary, in accordance with the terms or any Affiliate of any such facility and the NotePerson or of any Seller or Subsidiary; (j) Neither the Company nor any Subsidiary has issued no Seller or sold, or contracted to issue or sell, any of its Interests or securities exchangeable, convertible or exercisable therefor, or any warrants, options or rights to purchase any of the foregoing; (k) Neither the Company nor any Subsidiary has entered into any collective bargaining agreement; (l) Neither the Company nor any Subsidiary has entered into any related-party transactions, other than routine advances for employee travel expenses; (m) Neither the Company nor any Subsidiary has paid or agreed to pay to any Person damages, fines, penalties or other amounts in respect of any actual or alleged violation of any Legal Requirement; and; (nk) Except for the termination of the Program, neither the Company nor any no Seller or Subsidiary has instituted any new, terminated, amended or otherwise modified any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements; and (l) no Seller or Subsidiary has entered into or agreed to enter into any transaction outside the ordinary course of the Hospital Businesses which may cause a liability or obligation in excess of $10,000.