Common use of Status of Contracts Clause in Contracts

Status of Contracts. Except as set forth in Schedule 5.17, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.175.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Seller Agreements Contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or or, to the Knowledge of Seller, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or Seller, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Seller, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to the Knowledge of Seller, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17SCHEDULE 5.21, each of the leases, contracts and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the "Seller Agreements Agreements") constitutes a valid and binding obligation of each Seller that is a party thereto and, to the parties Sellers' knowledge, each other party thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 and except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its respective obligations under each of the Seller AgreementsAgreements to which it is a party, and each no Seller Party is not in, or alleged to be in, material breach or default underunder any of the Seller Agreements to which such Seller is a party, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Agreements and, to the Knowledge of SellerSellers' knowledge, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) and, to the Sellers' knowledge, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any such Seller Party or by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available delivered to Buyer by SellerSellers.

Status of Contracts. Except as set forth in Schedule 5.17, each Each of the Seller Agreements leases, contracts, licenses and other agreements required to be listed on Schedules 5.9, 5.10, 5.11(c), 5.14 or 5.17(a) (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterimmediately after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. Each Seller Party The Company has fulfilled and performed not breached, in all any material respects respect, any of its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or or, to the Knowledge of the Executives, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Executives, is there alleged to be any basis for termination of, any of the Seller Company Agreements. To , and, to the Knowledge of Sellerthe Executives, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the Knowledge of the Executives, by any other such other party. No Seller Party The Company is not currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerBuyer.

Status of Contracts. Except as set forth in Schedule 5.17, each Each of the Seller Agreements leases, contracts and other ------------------- agreements assigned to and assumed by Buyer as part of the Purchased Assets under Sections 2.1 and 2.3 and listed on Schedule 2.3(c) (collectively, the ------------ --- --------------- "Assigned Agreements") constitutes a valid and binding obligation of the parties ------------------- thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterthereafter in accordance with the terms and conditions thereof, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and (a) without the consent, approval or act of, or the making of any filing with, any other partyparty and (b) without breaching the terms thereof, giving any party thereto the right to accelerate the terms thereof or to terminate such Assigned Agreement, or resulting in the forfeiture or impairment of any rights thereunder. Each Seller Party has fulfilled and performed performed, in all material respects respects, its obligations under each of the Seller AgreementsAssigned Agreements listed on Schedule 2.3(c), and each Seller Party is not in, or --------------- alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Assigned Agreements and, to Seller's knowledge, (i) no other party to any of the Seller Assigned Agreements listed on Schedule 2.3(c) has materially breached or defaulted thereunder, and (ii) --------------- no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party is not currently renegotiating any of the Seller Assigned Agreements listed on Schedule 2.3(c) or paying --------------- liquidated damages in lieu of performance thereunderthereunder other than in accordance with the terms and conditions thereof. Complete and correct copies of each of the Seller Assigned Agreements listed on Schedule 2.3(c) have heretofore been made available delivered --------------- to Buyer by SellerSeller Group.

Status of Contracts. Except as set forth in Schedule 5.175.18 or in any other Schedule hereto, each of the Seller Agreements leases, contracts and other agreements listed in Schedules 5.10(b), 5.11(b), 5.12(e), 5.12(f), 5.12(j), 5.15(b) and 5.17 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties Company or Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and (except as set forth in Schedule 5.3 and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereofthereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the date hereof and after the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company or a Subsidiary has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any Subsidiary is not in, or or, to the Knowledge of the Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, any Seller Party or by Subsidiary or, to the Knowledge of the Company, any such other party. No Seller Party Except as set forth in Schedule 5.18, neither the Company nor any Subsidiary is currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements Company Agreements, including all amendments, exhibits and schedules thereto, have heretofore been delivered or made available to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17Section 3.21 of the Company Letter and except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Seller Agreements leases, contracts and other agreements listed in Sections 3.12, 3.18 and 3.20 of the Company Letter (collectively, the "Company Agreements") constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller AgreementsCompany Agreements to which it is a party, and each Seller Party neither the Company nor any Subsidiary of the Company is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller the Company, is there or or, to the Knowledge of the Company, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach or default by the Company or breach by any Seller Party or Subsidiary of the Company, or, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered by the Company to Buyer by SellerParent.

Status of Contracts. (a) Except as set forth in Schedule 5.175.20(A), each of the Seller Agreements Contracts listed in Schedules 5.9(B)(1), 5.10(B), 5.11(C), 5.11(D), 5.14(A) and 5.16 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 5.2(B) and, except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to , or as requested by Buyer pursuant to this Agreement and in writing), will continue in full force and effect thereafterin all material respects after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Company has fulfilled and performed in all material respects its respective obligations under each of the Seller Agreementsits Company Agreements in all material respects, and each Seller Party no Company is not in, or to Seller’s Knowledge alleged to be in, material breach or default under, nor to the Knowledge of Seller Seller’s Knowledge, is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) Company Agreement and no other party to any of the Seller Agreements Company Agreement has materially breached or defaulted thereunder, and (ii) no . No event has occurred and and, to Seller’s Knowledge, no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party such Company or by any such other party. No Seller Party Company is currently renegotiating any of the Seller Company Agreements (other than ordinary course negotiations in connection with the scheduled expiration of such Company Agreement) or paying liquidated damages in lieu of performance thereunder. Complete True and correct copies of each of the Seller Company Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.174.20 ------------------- ------------- or in any other Schedule hereto, each of the Seller Agreements leases, contracts and other agreements, including, without limitation, the Provider Contracts, listed in Schedules 4.13, 4.18(a), 4.18(b) and 4.19 (collectively, the "Company ----------------------------------------- ------- Agreements") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 4.3 and ------------ except for those Seller Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge best knowledge of Sellerthe Company and Stockholder, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the best knowledge of the Company and Stockholder, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. The Company has received no notice of termination of, and neither the Company nor Stockholder is aware of any intent of any of the health care providers bound, directly or indirectly, by any of the Provider Contracts to terminate or fail to renew at payment rates currently in effect, any Provider Contract. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerBuyer.

Status of Contracts. Except as set forth in Schedule 5.17Section 2.22 of the Company Letter, each of the Seller Agreements Contracts listed or described in Section 2.21 (collectively, the “Acquired Company Agreements”) constitutes a valid and binding obligation of the Acquired Company which is a party to such Acquired Company Agreement and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect as of the date of this Agreement and (except for those Seller Acquired Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereofthereof) may will be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching immediately prior to the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyEffective Time. Each Seller Party of the Acquired Companies has fulfilled and performed in all material respects its obligations under each of the Seller Acquired Company Agreements, and each Seller Party no Acquired Company is not in, or to the Company’s Knowledge, is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Acquired Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Acquired Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Acquired Company or, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Acquired Company Agreements have heretofore been delivered or made available to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17, each of the leases, contracts and other agreements listed in Schedules 2.1(c), 2.1(d)(v), 2.1(g) and 5.10(c) (collectively, the “Seller Agreements Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 5.3(b) and except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof and except for the Leased Real Property) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not inin or, or to Seller’s Knowledge, alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or or, to Seller’s Knowledge, is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller’s Knowledge, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, except as has been cured or remedied, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to Seller’s Knowledge, by any such other party. No Except as set forth in Schedule 5.17, Seller Party is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17Section 3.20 of the Company Letter, each of the Seller Agreements leases, contracts and other agreements listed in Sections 3.10, 3.11, 3.14, 3.16, 3.17, and 3.19 of the Company Letter (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any of its Subsidiaries is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or any Seller Party or of its Subsidiaries, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17Section 3.21 of the Company Letter and except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Seller Agreements leases, contracts and other agreements listed in Sections 3.12, 3.18 and 3.20 of the Company Letter (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller AgreementsCompany Agreements to which it is a party, and each Seller Party neither the Company nor any Subsidiary of the Company is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge of Seller the Company, is there or or, to the Knowledge of the Company, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach or default by the Company or breach by any Seller Party or Subsidiary of the Company, or, to the Knowledge of the Company, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.17, each Each of the Seller Agreements leases, contracts and other ------------------- agreements listed on Schedules 3.12, 3.15, 3.16, 3.21(a) and 3.22, (collectively, the "Material Contracts"), constitutes a valid and binding obligation of the Company and, to the knowledge of the Company or the Shareholders, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in Schedule 3.23 and except for those Seller Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, Material Contracts and each Seller Party the Company is not in, or, to the knowledge of the Company or the Shareholders, alleged to be in, material breach or default under, nor is there or, to the Knowledge knowledge of Seller is there the Company or the Shareholders, is there alleged to be any basis for termination of, of any of the Seller AgreementsMaterial Contracts. To the Knowledge knowledge of Sellerthe Company or the Shareholders, (i) no other party to any of the Seller Agreements Material Contracts has materially breached or defaulted thereunder, and (ii) no . No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party the Company or, to the knowledge of the Company or the Shareholders, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements Material Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17, each (a) Each of the Seller Agreements leases, contracts and other agreements listed on Schedules 3.13, 3.16, 3.17, 3.22(a) and 3.23 (collectively, the "Material Contracts"), constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in Schedule 3.24 and except for those Seller Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, Material Contracts in all material respects and each Seller Party the Company is not in, or or, to the Knowledge of the Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, of any of the Seller AgreementsMaterial Contracts the effect of which would result in a Material Adverse Effect on the Company. To the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Agreements Material Contracts has materially breached or defaulted thereunder, and (ii) no thereunder in any material respect. No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the Knowledge of the Company, by any such other partyparty the effect of which would result in a Material Adverse Effect on the Company. No Seller Party Except as set forth in Schedule 3.24, the Company is not currently renegotiating any of the Seller Agreements Material Contracts other than in the ordinary course of business or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.175.19, each of the Seller Agreements contracts listed in Schedule 5.19 (the "Purchased Contracts") constitutes a valid and binding obligation of the parties thereto and thereto, is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) effect, may be transferred to Buyer pursuant to this Agreement Agreement, and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller AgreementsPurchased Contracts, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Purchased Contracts and, to the Knowledge of Seller's knowledge, (i) no other party to any of the Seller Agreements Purchased Contracts has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to the knowledge of Seller, by any such other party. No Seller Party is not currently renegotiating any of the Seller Agreements Purchased Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements Purchased Contracts have heretofore been made available delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.175.21 or in any other Schedule hereto, each of the Seller Agreements Contracts listed in Schedules 5.11, 5.14, 5.15 and 5.20 (collectively, the "Parent Agreements") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (subject to the qualifications and exceptions set forth in Schedule 5.3 and except for those Seller Parent Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Parent or MedSurg, as the case may be, has fulfilled and performed in all material respects its obligations under each of the Seller AgreementsParent Agreements to which it is a party, and each Seller Party neither Parent nor MedSurg is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Parent Agreements to which it is a party and, to the Knowledge knowledge of Seller, (i) Parent and MedSurg no other party to any of the Seller Parent Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party Parent, MedSurg or by any such other party. No Seller Party Neither Parent nor MedSurg is currently renegotiating any of the Seller Parent Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Parent Agreements as currently in effect, including all pricing terms, have heretofore been made available delivered to Buyer by SellerParent.

Status of Contracts. (a) Except as set forth in Schedule 5.175.18(A) or in any other Schedule hereto, each of the Contracts listed in Schedules 5.10(A), 5.10(B), 5.11(B), 5.12(C), 5.15(B) and 5.17 (collectively, the “Seller Agreements Agreements”) constitutes a valid and binding obligation of Sellers and, to the Sellers’ Knowledge, the other parties thereto thereto, and is in full force and effect subject to the express terms and conditions thereof, and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date as set forth in accordance with the provisions hereofSchedule 5.3) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has Sellers have fulfilled and performed in all material respects its their respective obligations under each of the Seller AgreementsAgreement, and each no Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) Agreement and no other party to any of the Seller Agreements Agreement has materially breached or defaulted thereunder; and, and (ii) to the Sellers’ Knowledge, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any a Seller Party or by any such other party. No Seller Party currently is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Except as set forth on Schedule 5.18(A), no Affiliate of a Seller is party to or has any rights in any Seller Agreement and no Seller Agreement involves both the Business and other businesses or Affiliates of Seller. Complete and correct copies of each of the Seller Agreements have heretofore been made available delivered to Buyer by SellerSellers.

Status of Contracts. Except as set forth in Schedule 5.17, each Each of the Seller Agreements leases, contracts and other agreements listed on SCHEDULES 3.13, 3.16, 3.17, 3.22(a) and 3.23 (collectively, the "MATERIAL CONTRACTS"), constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in SCHEDULE 3.24 and except for those Seller Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Closing Date, in each case without materially breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party Except as set forth on SCHEDULE 3.24, the Company has fulfilled and performed its obligations in all material respects its obligations under each of the Seller Agreements, Material Contracts and each Seller Party the Company is not in, or or, to the Knowledge of the Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, of any of the Seller AgreementsMaterial Contracts. To the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Agreements Material Contracts has materially breached or defaulted thereunder, and (ii) no . No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the Knowledge of the Company, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements Material Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

Status of Contracts. Except as set forth in on Schedule 5.175.15, each of the Seller Agreements Contracts listed or required to be listed on Schedule 5.9(a), 5.10, 5.11(c), 5.14 or 5.17(a) (collectively, the “Company Agreements”) (a) constitutes a valid and binding obligation obligation, enforceable in accordance with its terms, with respect to the Company and, to the Knowledge of the Company, the other parties thereto and thereto, subject to the General Exceptions, (b) is in full force and effect and (except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof), and (c) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case immediately following the Effective Time without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. Each Seller Party has The Company has, in all material respects, fulfilled and performed in all material respects its obligations required to be performed by it under each of the Seller AgreementsCompany Agreements as of the date hereof or the Closing Date, and each Seller Party the Company is not in, or or, to the Knowledge of the Company alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) and, to the Knowledge of the Company, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a material default or breach by any Seller Party the Company or by any other such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunderunder any of the Company Agreements or, other than in the ordinary course of business, currently renegotiating any of the Company Agreements. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.173.18 or in any other Schedule hereto, each of the Seller Agreements leases, contracts and other agreements listed in Schedules 3.10(b), 3.11(b), 3.12(e), 3.12(f), 3.12(j), 3.15(b) and 3.17 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties Company or Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and (except as set forth in Schedule 3.3 and except for those Seller Company Agreements which by their terms will expire prior to the Closing Option Termination Date or are otherwise terminated prior to the Closing Option Termination Date in accordance with the provisions hereofthereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the date hereof and after the exercise of the Option and the consummation of the Merger, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company or a Subsidiary has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any Subsidiary is not in, or or, to the Knowledge of the Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller is there or the Company, is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company, any Seller Party or by Subsidiary or, to the Knowledge of the Company, any such other party. No Seller Party Except as set forth in Schedule 3.18, neither the Company nor any Subsidiary is currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements Company Agreements, including all amendments, exhibits and schedules thereto, have heretofore been delivered or made available to Buyer by SellerOptionee.

Status of Contracts. Except as set forth Each of the Contracts listed or required to be listed in Schedules 4.10(b), 4.11(b), 4.12(a) and 4.17(ii), (iv), (v), and (x) and that are not listed in Schedule 5.17, each of 1.2(b) (the “Seller Agreements Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to or on the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its respective obligations under each of the Seller Agreements, Agreements and each Seller Party the Company is not in, or alleged in writing to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged in writing to be any basis for termination of, any of the Seller Agreements. To Agreements by the other party thereto based upon a breach or default by the Company and, to the Knowledge of Sellerthe Company, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) and, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party the Company or by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.17------------------- -------- 3.21, each of the Seller Agreements leases, contracts and other agreements listed in Schedules ---- --------- 3.11, 3.14, 3.17, 3.18 and 3.20 (collectively, the "Company Agreements") ------------------------------- ------------------ constitutes a valid and binding obligation of the Company and, to the knowledge of the Company and the Active Shareholders, the other parties thereto and is in full force and effect and (except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party neither the Company nor any Subsidiary of the Company is not in, or is alleged to be in, material breach or default under, nor nor, to the Knowledge knowledge of Seller the Company and the Active Shareholders, is there or or, to the knowledge of the Company and the Active Shareholders, is there alleged to be any basis for termination of, of any of the Seller Agreements. To Company Agreements and, to the Knowledge knowledge of Sellerthe Company and the Active Shareholders, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by the Company or any Seller Party or Subsidiary of the Company, to the knowledge of the Company and the Active Shareholders, by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.175.21 or in any other Schedule hereto, each of the leases, contracts and other agreements listed in Schedules 5.11, 5.14, 5.15, 5.18 and 5.20 (collectively, the “Seller Agreements Agreements”) constitutes a valid and binding obligation of the Seller that is a party thereto (and, to the knowledge of Sellers, of any of the other parties thereto thereto) and is in full force and effect and (except for those Seller Agreements as set forth in Schedule 5.3) contains no provision prohibiting assignment and no express provision which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterwould result, in each case without breaching the terms thereof or resulting upon assignment, in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partythereunder. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each neither Seller Party is not in, or alleged to be in, material breach or default in any material respect under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Agreements and, to the Knowledge knowledge of SellerSellers, (i) no other party to any of the Seller Agreements has materially breached or defaulted in any material respect thereunder, and (ii) and, to the knowledge of Sellers, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any either Seller Party or by any such other party. No Neither Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by SellerSellers.

Status of Contracts. Except as set forth in Schedule 5.17the Schedules attached hereto, each of the Seller Agreements leases, contracts and other agreements listed in SCHEDULES 5.11, 5.14, 5.15, 5.17 and 5.19 (collectively, the "COMPANY AGREEMENTS") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 and except for those Seller Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterafter the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party The Company has fulfilled and performed in all material respects its obligations under each of the Seller Company Agreements, and each Seller Party the Company is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To Company Agreements and, to the Knowledge best knowledge of Sellerthe Company, (i) no other party to any of the Seller Company Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or the Company or, to the best knowledge of the Company, by any such other party. No Seller Party The Company is not currently renegotiating any of the Seller Company Agreements or paying liquidated damages in lieu of performance thereunder. None of the Company Agreements contains terms unduly burdensome to the Company or is harmful to its business. Complete and correct copies of each of the Seller Company Agreements have heretofore been made available delivered to Buyer by SellerParent.

Status of Contracts. Except as set forth in Section 5.17 of the Disclosure Schedule 5.17and for events of default arising as a result of the Filing, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and, subject to the cure of defaults pursuant to Section 2.5 and (except for those Seller Agreements which that by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) , may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafterupon such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order and the obtaining of any consents set forth in Section 5.3 of the Disclosure Schedule, without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each except for events of default arising as a result of the Filing, Seller Party is not in, or or, to the knowledge of Seller, alleged to be in, material breach or default under, nor is there or, to the Knowledge knowledge of Seller is there or Seller, is there alleged to be any basis for termination of, any of the Seller Agreements. To , and, to the Knowledge knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists whichthat, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or or, to the knowledge of Seller, by any such other party. No Seller Party is not currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete Seller has made available to Buyer true and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by SellerAgreements.