Common use of The Contracts Clause in Contracts

The Contracts. Purchaser hereby assumes and agrees to perform and discharge each and all of the obligations and liabilities of Seller under each Contract and each Permit, arising or accruing on or after the date hereof, in each case in accordance with and subject to all the terms, covenants and conditions of each such Contract or Permit, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions to, the conveyance of any Contracts or Permits, without the prior written consent of third parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or prior to the date hereof, then (i) any provision contained in this Assignment or the Purchase Agreement to the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, and (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by applicable Law, the assignment of such Contracts or Permits shall become effective automatically as of the date hereof, without further action on the part of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged.

The Contracts. Purchaser hereby assumes Sellers have made available to Buyers true, correct and agrees to perform and discharge each and all materially complete copies of the Contracts other than the Immaterial Contracts (the “Material Contracts”), and have given, and will give, the agents, employees and representatives of Buyers access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments to or by any Seller of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Sellers represent and warrant with respect to the Contracts that: (a) The Material Contracts constitute legal, valid and binding obligations of Sellers and, to the knowledge of Sellers, the other parties with respect thereto, and liabilities are enforceable against Sellers and, to the knowledge of Seller under each Contract and each PermitSellers, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts identified on Schedule 1.1(g), all obligations required to all the terms, covenants and conditions of each such Contract or Permitbe performed by Sellers and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toknowledge of Sellers, the conveyance of any Contracts or Permits, without other parties with respect thereto under the prior written consent of third parties either as a result terms of the provisions thereof or Contracts have been performed in all material respects to the requirements of applicable Lawextent such obligations to perform have accrued, and no acts or omissions by Sellers or, to the knowledge of Sellers, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by Sellers or, to the knowledge of Sellers, the other parties with respect thereto under the Material Contracts; (d) Except as expressly set forth on Schedule 1.1(g), none of the Material Contracts requires consent to the assignment and assumption of such written Contracts by Buyers, and Sellers will use commercially reasonable efforts to obtain any required consents have not been obtained on or prior to the date hereof, then Closing; (ie) any provision contained in this Assignment or the Purchase Agreement to the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, and (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing Except as expressly set forth on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by applicable LawSchedule 1.1(g), the assignment of the Material Contracts to and assumption of such Material Contracts by Buyers will not result in any penalty or Permits shall become effective automatically as premium, or variation of the date hereofrights, without further action remedies, benefits or obligations of any party thereunder, or give rise to any early termination right or accelerate any right or remedy thereunder; and (f) Except as set forth on the part of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection withSchedule 1.1(g), and no Contract is subject to the terms a Seller Guaranty (as hereafter defined) and conditions set a true, correct and materially complete copy of each Seller Guaranty has been provided to Buyers. (g) Schedule 3.17(g) sets forth ina list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351), the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies group of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligationphysicians, or (b) reduce entity that is owned or otherwise affect Purchaser's rights, on the controlled by one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedphysicians.

The Contracts. Purchaser hereby assumes Sellers have made available to Buyers true, correct, and agrees to perform and discharge each and all materially complete copies of the Contracts other than the Immaterial Contracts (the “Material Contracts”), and have given, and will give, the agents, employees and representatives of Buyers access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments to or by any Seller of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, or that are not (directly or indirectly) with physicians, immediate family members of physicians, referral sources or referral recipients. Sellers represent and warrant with respect to the Contracts that: (a) The Material Contracts constitute legal, valid and binding obligations of Sellers and, to the knowledge of Sellers, the other parties with respect thereto, and liabilities are enforceable against Sellers and, to the knowledge of Seller under each Contract and each PermitSellers, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts, all obligations required to all the terms, covenants and conditions of each such Contract or Permitbe performed by Sellers and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toknowledge of Sellers, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereof, then (i) any provision contained in this Assignment or hereof under the Purchase Agreement to terms of the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applieshave been performed, and (ii) until such consent requirement is satisfied, waived no acts or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, omissions by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer appliesSellers and, to the extent permitted knowledge of Sellers, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by applicable LawSellers and, to the knowledge of Sellers, the other parties with respect thereto under the Material Contracts; (d) Except as expressly set forth on Schedule 1.1(g), none of the Material Contracts requires consent to the assignment and assumption of such Contracts by Buyers, and Sellers will use commercially reasonable efforts to obtain any required consents prior to the Closing; (e) Except as expressly set forth on Schedule 1.1(g), the assignment of the Material Contracts to and assumption of such Material Contracts by Buyers will not result in any penalty or Permits shall become effective automatically as premium, or variation of the date hereofrights, without further action remedies, benefits or obligations of any party thereunder; (f) Except as set forth on the part of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection withSchedule 1.1(g), and no Contract is subject to the terms and conditions set a Seller Guaranty (as hereinafter defined); and (g) Schedule 3.17 sets forth ina list of each Contract with any physician (as such term is defined in 42 C.F.R. § 411.351), the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies group of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligationphysicians, or (b) reduce entity that is owned or otherwise affect Purchaser's rights, on the controlled by one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedphysicians.

The Contracts. Purchaser hereby assumes Seller has made available to Buyer true and agrees to perform and discharge each and all correct copies of the Contracts (including the Immaterial Contracts), and has given, and will give, the agents, employees and representatives of Buyer access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments, performance of services or delivery of goods or materials, to or by any Seller Entity of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Seller represents and warrants with respect to the Contracts that: (a) The Contracts constitute legal, valid and binding obligations of the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto, and liabilities are enforceable against the Seller Entities and, to the knowledge of Seller under each Contract and each PermitSeller, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms; (b) Each Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts, all obligations required to all be performed by the terms, covenants and conditions of each such Contract or PermitSeller Entities and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toknowledge of Seller, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereof, then (i) any provision contained in this Assignment or hereof under the Purchase Agreement to terms of the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applieshave been performed, and (ii) until such consent requirement is satisfied, waived no acts or no longer applies, omissions by the Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer appliesEntities and, to the extent permitted knowledge of Seller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by applicable Lawthe Seller Entities and, to the knowledge of Seller, the other parties with respect thereto under the Contracts; (d) Except as expressly set forth in Schedule 1.1(g), none of the Contracts requires consent to the assignment and assumption of such Contracts by the Buyer Entities, and Seller will use commercially reasonable efforts to obtain any required consents prior to the Closing; and (e) Except as expressly set forth in Schedule 1.1(g), the assignment of the Contracts to and assumption of such Contracts by the Buyer Entities will not result in any penalty or Permits shall become effective automatically as premium, or variation of the date hereofrights, without further action on the part of Seller remedies, benefits or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount obligations of any such assumed liability or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedthereunder.

The Contracts. Purchaser hereby assumes Schedule 3.18 sets forth (i) a true and agrees to perform and discharge each and complete list of all of the contracts, commitments, leases, licenses and agreements to which the Partnership is a party other than the Immaterial Contracts (the “Material Contracts,” and together with the Immaterial Contracts and the Assigned Contracts, collectively, the “Contracts”) and (ii) the contracts, commitments, leases, licenses and agreements to which Seller or its Affiliate are a party that will be assigned to Buyer or its Affiliate as of the Closing Date (the “Assigned Contracts”). Sellers have made available to Buyer true and correct copies of all the Contracts, and have given, and will give, the agents, employees and representatives of Buyer, access to the originals of the Contracts to the extent originals are available. For purposes of the preceding sentence, Material Contracts shall not include managed care agreements, which have been handled on behalf of the Partnership by Buyer. “Immaterial Contracts” are commitments, contracts, and agreements which individually involve future payments to or by the Partnership of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Sellers represent and warrant with respect to the Contracts that: (a) The Contracts constitute legal, valid and binding obligations of the Partnership and, to the knowledge of Sellers, the other parties with respect thereto, and liabilities are enforceable against the Partnership and, to the knowledge of Seller under each Contract and each PermitSellers, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Except as set forth on Schedule 3.18(c), all obligations required to all be performed by the terms, covenants and conditions of each such Contract or PermitPartnership and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toknowledge of Sellers, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereof, then (i) any provision contained in this Assignment or hereof under the Purchase Agreement to terms of the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applieshave been performed, and (ii) until such consent requirement is satisfied, waived no acts or no longer applies, Seller shall (without infringing on omissions by the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer appliesPartnership and, to the extent permitted knowledge of Sellers, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a breach or default by applicable Lawthe Partnership and, to the knowledge of Sellers, the other parties with respect thereto under the Contracts; and (d) Except as set forth on Schedule 3.18(d), none of the Contracts requires consent to a change in control of the Partnership. (e) Except as expressly set forth on Schedule 3.18(e), the assignment of such the Assigned Contracts or Permits shall become effective automatically as to and assumption of the date hereof, without further action on the part of Seller Assigned Contracts by Buyer or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit its Affiliate will not result in any way any rights penalty or remedies premium, or variation of Purchaser as against any third party to contest the rights, remedies, benefits, or dispute the validity or amount obligations of any such assumed liability or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedthereunder.

The Contracts. Purchaser hereby assumes Seller and agrees the Seller Entities have made available to perform Buyer true and discharge each correct copies of the Contracts (including the Immaterial Contracts), and has given, and will give, the agents, employees and representatives of Buyer access to the originals of the Contracts to the extent originals are available. Schedule 1.1(j) lists all of the Contracts that are not Immaterial Contracts. “Immaterial Contracts” are written commitments, contracts, leases and agreements that individually involve future payments, performance of services or delivery of goods or materials, to or by any Seller Entity of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Seller and the Seller Entities represent and warrant with respect to the Contracts that: (a) The Contracts constitute legal, valid and binding obligations and liabilities of the Seller Entities and, to the knowledge of Seller under each Contract and each Permitthe Seller Entities, arising or accruing on or after the date hereofother parties with respect thereto, in each case and are enforceable against the Seller Entities and, to the knowledge of Seller and the Seller Entities, the other parties with respect thereto in accordance with their terms; (b) Each Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof and complies with applicable laws; (c) Subject to the receipt of any consents required in connection with the assignment of the Contracts, all obligations required to be performed by the terms, covenants and conditions of each such Contract or PermitSeller Entities and, to the same extent knowledge of Seller and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toSeller Entities, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereof, then (i) any provision contained hereof under the terms of the Contracts have been performed in this Assignment or the Purchase Agreement to the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer appliesall material respects, and (ii) until such consent requirement is satisfied, waived no acts or no longer applies, omissions by the Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer appliesEntities and, to the extent permitted knowledge of Seller and the Seller Entities, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a material default by applicable Lawthe Seller Entities and, to the knowledge of Seller and the Seller Entities, the other parties with respect thereto under the Contracts; (d) Except as expressly set forth on Schedule 1.1(j), none of the Contracts requires consent to the assignment and assumption of such Contracts by the Buyer Entities, and Seller and the Seller Entities will use commercially reasonable efforts to obtain any required consents prior to the Closing; and (e) Except as expressly set forth on Schedule 1.1(j), the assignment of the Contracts to and assumption of such Contracts by the Buyer Entities will not result in any penalty or Permits shall become effective automatically as premium, or variation of the date hereofrights, without further action on the part of Seller remedies, benefits or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount obligations of any such assumed liability or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedthereunder.

The Contracts. Purchaser hereby assumes and agrees to perform and discharge each and all 4.1 None of the obligations Contracts is ultra ▇▇▇▇▇ by the Vendor and liabilities the Vendor is entitled to assign each of Seller under the Contracts without obtaining prior consent to the assignment from each Contract customer pursuant to the terms each Contract. 4.2 All the Contracts are in full force and each Permiteffect, arising and have been duly complied with, and the Vendor has not received notice of and so far as it is aware nothing has occurred whereby any of them is or accruing on or after the date hereof, in each case in accordance with and could be subject to early termination, or which has given or may give rise to any claim under any of them by any party to them. 4.3 Details of all the terms, covenants and conditions material terms of each such Contract or Permit, of the Contracts have been fully provided and annexed to this Agreement as Appendix A and none of the same extent and Contracts: (a) was entered into otherwise than in the same manner ordinary and usual course of business of the Business; (b) is of an unusual or abnormal nature, or not fully on an arm’s length basis; or (c) cannot readily be fulfilled or performed by the Vendor on time without undue or unusual expenditure of money or effort. 4.4 Other than as if Purchaser were set out in this Agreement, no threat or claim of default under any Contract has been made and is outstanding against the original contracting Vendor and so far as the Vendor is aware there is nothing whereby any Contract may be terminated or rescinded by any other party or permittee, whereby the terms may be worsened as appropriate. Notwithstanding against the foregoing, if there are prohibitions against, Vendor or conditions to, the conveyance of any Contracts Purchaser or Permits, without whereby the prior written consent of third parties either Business or the Assets may be prejudiced as a result of anything done or omitted or permitted to be done by the provisions thereof Vendor. 4.5 So far as the Vendor is aware this Agreement will not entitle any person to terminate or avoid or have any adverse effect on any Contract. 4.6 So far as the Vendor is aware there is no dispute outstanding between the Vendor and any of the customers under the Contracts and so far as the Vendor is aware there are no facts or circumstances likely to give rise to any such dispute and all amounts due and payable under the Contracts have been paid. 4.7 The Vendor has in all material respects complied with its obligations under the Contracts and all servicing of all Turbines that are the subject of Contracts is up to date, there are no overruns save as where Disclosed, and so far as the Vendor is aware the Vendor is not in material breach of any of the Contracts. 4.8 The Vendor has been able to freely access all sites in order to carry out its obligations pursuant to the Contracts. 4.9 The Vendor has not been notified of any material faults in any Turbines or groundworks in relation to any Turbines that are the subject of any Contracts. 4.10 Each Contract that has not been signed has been provided to the respective customer. 4.11 Details and contractual agreements of all sub-contractors, manufacturers and/or third parties used or employed in relation to the installation of the Turbines or performance of the Contracts have been disclosed and provided. 4.12 Details and contractual agreements of all suppliers of parts or third party supplier of parts, used, employed and/or contracted by the Vendor, in relation to the performance of the Contracts, the Assets or in the course of the Business have been disclosed and provided. 4.13 There are no disputes with sub-contractors insofar as they relate to the Business and all sub-contractor invoices insofar as they relate to the Business have been paid. 4.14 Neither the Vendor nor any persons Connected with the Vendor has any direct or indirect interest in any business which has a close trading relationship with the Business, or which is or is likely to become competitive with the Business. 5 Condition and adequacy of Assets 5.1 The Tools and Equipment: (a) is in good repair and condition (subject to fair wear and tear); (b) is in satisfactory working order; (c) has been properly and regularly serviced and maintained; (d) is not in the opinion of the Vendor surplus to the requirements of applicable Law, and such written consents have not been obtained on or prior to the date hereof, then (i) any provision contained in this Assignment or the Purchase Agreement to the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, and (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by applicable Law, the assignment of such Contracts or Permits shall become effective automatically as of the date hereof, without further action on the part of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedBusiness.

The Contracts. Purchaser hereby assumes (a) Seller has made available to Buyer true and agrees to perform and discharge each and all correct copies of the Contracts (other than Immaterial Contracts) set forth on Schedule 1.1(g), and has given, and will give, the agents, employees and representatives of Buyer access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts and agreements (other than real property leases) which individually involve future payments, performance of services or delivery of goods or materials, to or by Seller or any Seller Entity, of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis and that are not with physicians or other referral sources. Seller represents and warrants with respect to the Contracts that: (b) The Contracts constitute legal, valid and binding obligations of the Seller Entities and, to the Knowledge of Seller, the other parties with respect thereto, and liabilities are enforceable against the Seller Entities and, to the Knowledge of Seller under each Contract and each PermitSeller, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms. Each Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof. (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts and except as set forth in Schedule 3.17(c), (i) all obligations required to all be performed by the terms, covenants and conditions of each such Contract or PermitSeller Entities and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toKnowledge of Seller, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereofhereof under the terms of the Contracts have been performed, then (ii) no acts or omissions by the Seller Entities and, to the Knowledge of Seller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by the Seller Entities and, to the Knowledge of Seller, the other parties with respect thereto under the Contracts, and (iii) no Seller Entity is in breach and there is no pending, or to the Seller’s Knowledge, threatened breach or default under any Contract. (d) Except as expressly set forth in Schedule 1.1(g), (i) any provision contained in this Assignment none of the Contracts require notice of or the Purchase Agreement consent to the contrary withstanding, the transfer assignment and assumption of title to, or interest in, such Contracts or Permits pursuant by the Buyer Entities, and Seller will use commercially reasonable efforts to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, obtain any required consents prior to the Closing and (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by applicable Law, the assignment of the Contracts to and assumption of such Contracts by the Buyer Entities will not result in any penalty or Permits shall become effective automatically as premium, or variation of the date hereofrights, without further action on the part remedies, benefits or obligations of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions any party thereunder. (e) Except as set forth inon Schedule 3.17(e), the Purchase Agreement and shall neither add no party has given written notice of its intent to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeatterminate, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligationnot renew, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may materially change any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedmaterial Contract.

The Contracts. Purchaser hereby assumes Sellers have made available to Buyer true and agrees correct copies of all contracts, commitments, leases and agreements to perform and discharge each and all which either Seller is bound or which otherwise pertain to the Assets or the operations of the obligations and liabilities of Seller under each Contract and each Permit, arising or accruing on or after Hospital (the date hereof“Contracts”), in each case as amended or otherwise modified and in effect, together with any extension notices and other material correspondence or documentation (including any fair market value analyses with respect to third party leases pursuant to which the Sellers lease, sublease, license or otherwise grant a right to use or occupy all or some portion of the Real Property to physicians or other referral sources) related thereto, in the possession or control of the Sellers, and have given, and will give, the agents, employees and representatives of Buyer access to the originals of the Contracts to the extent originals are available. Schedule 3.17 lists all of the Contracts that Buyer wishes to assume and include in the Assets (such Contracts hereinafter being referred to as the “Assumed Contracts”), and designates which of them require the consent of the other party prior to any assignment thereof. Sellers represent and warrant with respect to the Assumed Contracts that: (a) The Assumed Contracts are, and will be, without penalty, upon the consummation of the transactions contemplated hereby, in full force and effect, constitute valid and legally binding obligations of the appropriate Seller and, to Sellers’ knowledge, the other parties with respect thereto, and are enforceable against Sellers and, to Sellers’ knowledge, the other parties with respect thereto, in accordance with their terms; (b) Each Assumed Contract constitutes the entire agreement by and subject to all between the terms, covenants and conditions of each such Contract or Permit, respective parties thereto with respect to the same extent and subject matter thereof; (c) Except as expressly set forth on Schedule 3.17, in all material respects, all obligations required to be performed by the same manner as if Purchaser were appropriate Seller under the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions to, the conveyance of any Contracts or Permits, without the prior written consent of third parties either as a result terms of the provisions thereof or the requirements of applicable Law, and such written consents Assumed Contracts have not been obtained on or prior to the date hereof, then (i) any provision contained in this Assignment or the Purchase Agreement to the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, and (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer applies, performed to the extent permitted such obligations to perform have accrued, no Seller is in breach of or default under any Assumed Contract or in receipt of any claim of breach of or default under any Assumed Contract, and no act or omission by applicable Lawthe appropriate Seller has occurred or failed to occur which, with the giving of notice, the assignment lapse of such Contracts time or Permits shall become effective automatically both would constitute a default under the Assumed Contracts; (d) Except as of the date hereof, without further action on the part of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions expressly set forth inon Schedule 3.17, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount Sellers have no knowledge of any such assumed liability breach or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified anticipated breach by the other pursuant parties to and in accordance with any Assumed Contract; and (e) Except as expressly set forth on Schedule 3.17, the provisions of the Purchase Agreement. This Assignment may Assumed Contracts do not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard require consent to the conflicts assignment and assumption of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed Assumed Contracts by the party to be chargedBuyer.

The Contracts. Purchaser hereby assumes Schedule 3.18 sets forth (i) a true and agrees to perform and discharge each and complete list of all of the contracts, commitments, leases, licenses and agreements to which each Partnership is a party other than the Immaterial Contracts (the "Material Contracts," and together with the Immaterial Contracts and the Assigned Contracts, collectively, the "Contracts") and (ii) the contracts, commitments, leases, licenses and agreements to which Seller or its Affiliate are a party that will be assigned to the Partnerships as of the Closing Date (the "Assigned Contracts"). Seller has made available to Buyer true and correct copies of all the Contracts, and have given, and will give, the agents, employees and representatives of Buyer, access to the originals of the Contracts to the extent originals are available. "Immaterial Contracts" are commitments, contracts, and agreements which individually involve future payments to or by each Partnership of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Seller represents and warrants with respect to the Contracts that: (a) The Contracts constitute legal, valid and binding obligations of the Partnerships and, to the Knowledge of Seller, the other parties with respect thereto, and liabilities are enforceable against the Partnerships and, to the Knowledge of Seller under each Contract and each PermitSeller, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms; (b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Except as set forth on Schedule 3.18(c), all obligations required to all be performed by the terms, covenants and conditions of each such Contract or PermitPartnerships and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toKnowledge of Seller, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereof, then (i) any provision contained in this Assignment or hereof under the Purchase Agreement to terms of the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applieshave been performed, and (ii) until such consent requirement is satisfied, waived no acts or no longer applies, Seller shall (without infringing on omissions by the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer appliesPartnerships and, to the extent permitted Knowledge of Seller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a breach or default by applicable Lawthe Partnerships and, to the Knowledge of Seller, the other parties with respect thereto under the Contracts; (d) Except as set forth on Schedule 3.18(d), none of the Contracts requires consent to a change in control of the Partnerships; and (e) Except as expressly set forth on Schedule 3.18(e), the assignment of such the Assigned Contracts or Permits shall become effective automatically as to and assumption of the date hereof, without further action on the part of Seller Assigned Contracts by Buyer or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit its Affiliate will not result in any way any rights penalty or remedies premium, or variation of Purchaser as against any third party to contest the rights, remedies, benefits, or dispute the validity or amount obligations of any such assumed liability or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedthereunder.

The Contracts. Purchaser hereby assumes (a) Seller has made available to Buyer true and agrees to perform and discharge each and all correct copies of the Contracts (other than Immaterial Contracts) set forth on Schedule 1.1(g), and has given, and will give, the agents, employees and representatives of Buyer access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts and agreements (other than real property leases) which individually involve future payments, performance of services or delivery of goods or materials, to or by Seller or any Seller Entity, of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis and that are not with physicians or other referral sources. Seller represents and warrants with respect to the Contracts that: (b) The Contracts constitute legal, valid and binding obligations of the Seller Entities and, to the Knowledge of Seller, the other parties with respect thereto, and liabilities are enforceable against the Seller Entities and, to the Knowledge of Seller under each Contract and each PermitSeller, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms. Each Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof. (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts and except as set forth in Schedule 3.17(c), (i) all obligations required to all be performed by the terms, covenants and conditions of each such Contract or PermitSeller Entities and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toKnowledge of Seller, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereofhereof under the terms of the Contracts have been performed, then (ii) no acts or omissions by the Seller Entities and, to the Knowledge of Seller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by the Seller Entities and, to the Knowledge of Seller, the other parties with respect thereto under the Contracts, and (iii) no Seller Entity is in material breach and there is no pending, or to the Seller’s Knowledge, threatened material breach or default under any Contract. (d) Except as expressly set forth in Schedule 1.1(g), (i) any provision contained in this Assignment none of the Contracts require notice of or the Purchase Agreement consent to the contrary withstanding, the transfer assignment and assumption of title to, or interest in, such Contracts or Permits pursuant by Buyer, and Seller will use commercially reasonable efforts to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, obtain any required consents prior to the Closing and (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by applicable Law, the assignment of the Contracts to and assumption of such Contracts by Buyer will not result in any penalty or Permits shall become effective automatically as premium, or variation of the date hereofrights, without further action on the part remedies, benefits or obligations of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection with, and is subject to the terms and conditions any party thereunder. (e) Except as set forth inon Schedule 3.17(e), the Purchase Agreement and shall neither add no party has given written notice of its intent to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeatterminate, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligationnot renew, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may materially change any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedmaterial Contract.

The Contracts. Purchaser hereby assumes Seller has made available to Buyer true, correct and agrees to perform and discharge each and all complete copies of the Contracts (other than the Immaterial Contracts), and has given, and will give, the agents, employees and representatives of Buyer access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements which individually involve future payments, performance of services or delivery of goods or materials, to or by any Seller Entity of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Seller represents and warrants with respect to the Contracts that: (a) The Contracts constitute legal, valid and binding obligations of the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto, and liabilities are enforceable against the Seller Entities and, to the knowledge of Seller under each Contract and each PermitSeller, arising or accruing on or after the date hereof, in each case other parties with respect thereto in accordance with their terms; (b) Each Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts, all obligations required to all be performed by the terms, covenants and conditions of each such Contract or PermitSeller Entities and, to the same extent and in the same manner as if Purchaser were the original contracting party or permittee, as appropriate. Notwithstanding the foregoing, if there are prohibitions against, or conditions toknowledge of Seller, the conveyance of any Contracts or Permits, without the prior written consent of third other parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents have not been obtained on or with respect thereto prior to the date hereof, then (i) any provision contained in this Assignment or hereof under the Purchase Agreement to terms of the contrary withstanding, the transfer of title to, or interest in, such Contracts or Permits pursuant to this Assignment shall not become effective unless and until such consent requirement is satisfied, waived or no longer applieshave been performed, and (ii) until such consent requirement is satisfied, waived no acts or no longer applies, omissions by the Seller shall (without infringing on the legal rights of any third party, breaching any such Permit or Contract, or violating any Law) provide Purchaser with the equivalent benefits of the Permit or Contract, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding such period under the Permit or Contract, notwithstanding the fact that the same has not been transferred to Purchaser. When and if such consent requirement is so satisfied, waived or no longer appliesEntities and, to the extent permitted by applicable Lawknowledge of Seller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto under the Contracts; and (d) Except as expressly set forth on Schedule 1.1(g), none of the Contracts requires consent to the assignment and assumption of such Contracts or Permits shall become effective automatically as of by the date hereof, without further action on the part of Seller or Purchaser and without payment of further consideration. This Assignment is being executed in connection withBuyer Entities, and is subject Seller will use commercially reasonable efforts to obtain any required consents prior to the terms and conditions set forth in, the Purchase Agreement and shall neither add to nor detract from the Purchase Agreement. Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any rights or remedies of Purchaser as against any third party to contest or dispute the validity or amount of any such assumed liability or obligation, or (b) reduce or otherwise affect Purchaser's rights, on the one hand, or Seller’s rights, on the other hand, to be indemnified by the other pursuant to and in accordance with the provisions of the Purchase Agreement. This Assignment may not be modified, changed or supplemented, nor may any obligations hereunder be deemed waived, except by written instrument signed by the party to be charged. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. This Assignment shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. This Assignment may be executed in a number of multiple identical counterparts which, when taken together, shall constitute collectively one (1) Assignment, but in making proof of this Assignment it shall not be necessary to produce or account for more than one such counterpart executed by the party to be chargedClosing.