Common use of Material Contracts and Obligations Clause in Contracts

Material Contracts and Obligations. (a) Except as set forth on Schedule 4.9, neither the Company nor any of its Subsidiaries is a party to, nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment by the Company or any of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or (B) is not cancelable upon 90 days or less notice without penalty or premium.

Material Contracts and Obligations. The 2005 ---------------------------------- 10-K, and to the extent not listed therein, the Disclosure Schedule, sets forth a list of all material agreements or commitments of any nature (whether written or oral) to which the Company is a party or by which it is bound, including without limitation (a) Except as set forth on Schedule 4.9, neither the Company nor any of its Subsidiaries is a party to, nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment requires future expenditures by the Company or any of its Subsidiaries of an amount in excess of $100,000 during or which might result in payments to the Company in excess of $100,000, (b) any employment or consulting agreement for the Company's executive officers and key employees, (c) any distributor, sales representative or similar agreement, (d) any agreement with any current or former stockholder, officer or director of the Company, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, (e) any agreement under which the Company is restricted from carrying on any business anywhere in the world, (f) any agreement relating to material indebtedness for borrowed money, (g) any agreement for the disposition of a twelve material portion of the Company's assets (12other than for the sale of inventory in the ordinary course of business), (h) month period any agreement for the acquisition of the business or securities or other ownership interests of another party other than Questar or (Bi) any other agreement that is not cancelable upon 90 days material to the operations, business or less notice finances of the Company and its Subsidiaries taken as a whole. The Company has delivered or otherwise made available (including by designation of those agreements which are publicly available with the SEC) to the Purchasers copies of the foregoing agreements. All of such agreements and contracts are valid, binding against the Company and in full force and effect. Neither the Company, nor, to the best of the Company's knowledge without penalty independent investigation, any other party thereto, is in default of any of its obligations under any of the agreements or premiumcontracts listed in the Disclosure Schedule.

Material Contracts and Obligations. Schedule 2.17 sets forth ---------------------------------- a list of the following agreements or commitments of any nature to which the Company or any Subsidiary is a party or by which it is bound: (a) Except as set forth on Schedule 4.9and any agreement relating to the Intellectual Property Rights having a value in excess of $5,000, neither (b) all employment and consulting agreements which require future cash payments in excess of $100,000, and all employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, (c) all data content provider agreements, including, but not limited to, master listings service agreements (and indication of whether each such agreement offers the Company nor exclusive listing rights), (d) all agreements with National Association of Realtors or Realtor Information Network, Inc., (e) all agreements with third parties under which such third parties agree to direct Internet traffic to the Internet site operated by RealSelect, (f) all agreements with third parties under which such third parties agree to pay the Company or any of its Subsidiaries is a party to, nor are any of their respective assets or properties bound by, any Subsidiary for furnishing additional information about such third parties to visitors of the following contractsInternet site operated by RealSelect, agreements(g) all agreements between the Company and any stockholder of the Company, indentures(h) all agreements with suppliers or vendors which require future payments in excess of $50,000 not already covered by (a) through (g) above, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement all agreements or commitments which restrict the ability of the Company or any Subsidiary or Affiliate to engage in any business or line of business in any location, (whether as lessor j) all agreements or lessee) commitments relating to personal property; Indebtedness or Guarantees of the Company or any Subsidiary and (iik) license, assignment or any other agreement (whether as licensor, licensee, assignor or assignee) relating commitment which requires future payments by or to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection the Company or any other claim whatsoever on any assets Subsidiary in excess of $100,000 or which is otherwise material to the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor . The Company has delivered or lessee) relating made available to real property; (vii) agreement for the borrowing or lending Purchaser copies of moneyall of the foregoing agreements and commitments. All of such agreements and commitments are valid, including any indenturebinding and in full force and effect, mortgageexcept that, note, bond or with respect to parties to such agreements and commitments other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts than the Company or any and its Subsidiaries, this representation is made only to the best knowledge of its Subsidiaries from entering into any new or existing line the Company. Attached to Schedule 2.17 is true and complete copy of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee the traffic report of the Company or any of and its Subsidiaries or (x) any other material agreement. For purposes as of this Section 4.9November 30, a material agreement shall mean any agreement which (A) provides for the payment by the Company or any of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or (B) is not cancelable upon 90 days or less notice without penalty or premium1997.

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS") to which the Company or any of the Company Subsidiaries is a party or by which it is bound as of the date of this Agreement, including: (a) Except as set forth each Contract which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; (b) all items required to be listed on Schedule 4.95.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness in excess of $50,000; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $50,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any Contract with customers or business partners of the Company or any of the Company Subsidiaries the loss of which would be material to the Company or the Company Subsidiaries, taken as a whole; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "SECURITIES ACT"). The Company has made available to Parent copies of all of the Material Contracts (or written summaries in the case of oral Contracts). All of the Material Contracts are in full force and effect with respect to the Company or the Company Subsidiaries, and are valid and binding obligations of the Company or the Company Subsidiaries, enforceable against the Company or the Company Subsidiaries in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any such Material Contracts and, to the Knowledge of the Company, no other party to any such Contract is in default under any material provision thereof. As of the date of this Agreement, neither the Company nor any of its the Company Subsidiaries is a party to, nor are has received any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or communication from any other claim whatsoever on party to any assets of the Company Material Contracts stating that such other party has decided or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating plans to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, terminate or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment by the Company or any of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or (B) is not cancelable upon 90 days or less notice without penalty or premiumdiscontinue such Contract.

Material Contracts and Obligations. The Disclosure Schedule sets forth a list of all material agreements or commitments of any nature (whether written or oral) to which the Company is a party or by which it is bound, including without limitation (a) Except as set forth on Schedule 4.9, neither the Company nor any of its Subsidiaries is a party to, nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment requires future expenditures by the Company or any of its Subsidiaries of an amount in excess of $100,000 during or which might result in payments to the Company in excess of $100,000, (b) any employment or consulting agreement, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase or similar plan or arrangement, (c) any distributor, sales representative or similar agreement, (d) any agreement with any current or former stockholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, (e) any agreement under which the Company is restricted from carrying on any business anywhere in the world, (f) any agreement relating to indebtedness for borrowed money, (g) any agreement for the disposition of a twelve material portion of the Company’s assets (12other than for the sale of inventory in the ordinary course of business), (h) month period any agreement for the acquisition of the business or securities or other ownership interests of another party (i) any agreement for the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company or (Bj) any other agreement that is material to the operations, business or finances of the Company. The Company has delivered to the Purchasers copies of the foregoing agreements (or an accurate summary of any oral agreement). All of such agreements and contracts are valid, binding and in full force and effect. Neither the Company, nor, to the best of the Company’s knowledge, any other party thereto, is in default of any of its obligations under any of the agreements or contracts listed in the Disclosure Schedule, in a manner which could have a Company Material Adverse Effect. The Company has not made any loans or advances to any person or entity, other than ordinary advances for travel expenses. The Company is not cancelable upon 90 days a guarantor or less notice without penalty indemnitor of any indebtedness of any other person or premiumentity.

Material Contracts and Obligations. Set forth in Schedule 3.13 attached hereto is a list and brief description of all the following agreements to which either ASC or SURGICOE Real Estate is a party or by which it is bound: (a) Except as set forth on Schedule 4.9each agreement which requires future expenditures by the Canton LLCs in excess of $50,000 or which has a term or more than one year from the Closing Date; (b) each employment agreement, neither consulting agreement, severance pay commitment and employee benefit, bonus, pension, profit sharing or similar plan or arrangement; (c) management, professional services or other similar agreements, contracts or commitment relating to such services being provided to either ASC or SURGICOE Real Estate; (d) any agreement with a physician; (e) all license agreements and any agreement or commitment containing a covenant limiting or purporting to limit the Company nor freedom of either ASC or SURGICOE Real Estate to compete with any person or in any business in any geographic area or engage in any line of its Subsidiaries business; (f) any lease to which either ASC or SURGICOE Real Estate is a party to, nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lesseelessee and which requires the future expenditure or receipt of in excess of $50,000, including as to each such lease the monthly rental called for (including escalations and adjustments upon any renewals) relating to personal propertyand the termination date and renewal rights applicable thereto; (iig) licenseexcept for trade indebtedness incurred in the ordinary course of business, assignment any loan, credit agreement, promissory note or other agreement (whether as licensor, licensee, assignor instrument providing for or assignee) relating evidencing the extension of credit to intellectual propertyeither ASC or SURGICOE Real Estate in an amount of $10,000 or more; (iiih) managementevery guaranty, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality indemnity or similar agreement or contractinstrument whereunder either ASC or SURGICOE Real Estate is or could be held liable for the indebtedness or other obligation of any third party in an amount of $10,000 or more; (ivi) joint venture or each partnership agreement; (v) material , operating agreement, management agreement, development agreement granting any Person a security interest and other similar agreement by or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company among Seller or any of its Subsidiariessubsidiaries, on the one hand, and, on the other hand, either ASC or SURGICOE Real Estate; (vij) material lease agreement (whether as lessor or lessee) relating to environmental and title reports on any real propertyproperty owned by SURGICOE Real Estate; (viik) agreement each contract or arrangement for the borrowing or lending provision of money, including any indenture, mortgage, note, bond surgery center or other evidence facility services that is expected to account for 10% or more of indebtednessthe revenues of the Center in 2002; (l) agreements or arrangements for the sale of any of the assets, properties or rights of either ASC or SURGICOE Real Estate (other than in the ordinary course of business) or for the grant of any credit preferential rights to purchase any of its assets, properties or similar agreementrights or which requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights that is material to the business the Center; (m) any commitment, letter of intent or term sheet to acquire, develop or affiliate with any ambulatory surgery center or other health facility; and (n) any agreement to which any Shareholder, officer or director of Seller, or any “affiliate” or “associate” of any such person (as such terms are defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended), is presently a party, including without limitation any agreement guaranteeingor other arrangement providing for the furnishing of services by, indemnifyingrental of real or personal property from, or otherwise becoming liable for requiring payments to, any such person or entity. Seller delivered to Buyer accurate and complete copies of each of the obligations agreements and instruments listed in Schedule 3.13. All agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed in Schedule 3.13 are valid and in full force and effect and neither Seller nor either of the Canton LLCs has and, to the knowledge of Seller, no other party thereto has breached any provision of, or liabilities of another; (viii) agreement is in default under the terms of, and there are no facts or circumstances which would reasonably indicate that restricts the Company Seller or any of its Subsidiaries from entering into the Canton LLCs will or may be in such breach or default under, any new such contract, agreement, instrument, arrangement, commitment, plan, lease or existing line of business license, which invalidity, breach or conducting its respective business as presently conducted; (ix) agreement with any labor union default could have a material adverse effect on the business, operations, prospects or association representing any employee financial condition of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, Canton LLCs taken as a material agreement shall mean any agreement which (A) provides for the payment by the Company or any of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or (B) is not cancelable upon 90 days or less notice without penalty or premiumwhole.

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS") to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) Except each Contract which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; (b) all items required to be listed in Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "affiliate" or "associate" (as set forth such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on Schedule 4.9its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of its the Company Subsidiaries is a has received any written communication from any other party to, nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor Contracts listed on Schedule 5.14 stating that such other party has decided or lessee) relating plans to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, terminate or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment by the Company or any of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or (B) is not cancelable upon 90 days or less notice without penalty or premiumdiscontinue such Contract.

Material Contracts and Obligations. Schedule 5.13 sets forth a list of all material Contracts (the “Material Contracts”) to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) Except each Contract which requires expenditures by the Company or any of the Company Subsidiaries in excess of $100,000; (b) each Contract under which the Company or any of the Company Subsidiaries expects to realize revenue in excess of $100,000; (c) all items required to be listed in Schedule 5.18(a); (d) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any “affiliate” or “associate” (as set forth such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (e) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (f) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $50,000 per annum; (g) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (h) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (i) any covenant not to compete or similar restriction on Schedule 4.9its ability to conduct a business and any standstill agreements; (j) any Contract with any Material Customer or Material Supplier; (k) any Contract that contains a “most favored nation” or similar preferential pricing term; (l) any agreement to register securities under the Securities Act of 1933, as amended (the “Securities Act”); (m) any Contract that imposes a Lien on any material assets of the Company or any Company Subsidiary; (n) any Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any Company Subsidiary of any operating business or material assets or the capital stock of any other Person; (o) any Contract providing for the exclusive right to distribute products supplied by the Company or any Company Subsidiary in any geographic region or distribution channel; or (p) any Contract pursuant to which the Company has recorded or expects to record deferred revenue. The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any of such Contracts and, to the Knowledge of the Company, no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of its the Company Subsidiaries is a has received any written communication from any other party to, nor are any of their respective assets to the Contracts listed on Schedule 5.13 stating that such other party has decided or properties bound by, any plans to terminate or otherwise discontinue such Contract. To the Knowledge of the following contractsCompany, agreementsno event has occurred that with notice, indentures, mortgages, guaranties, leases, licenses lapse of time or understandings, written both would constitute a breach or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment default thereunder by the Company or any Company Subsidiary, or would permit the modification or premature termination of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or (B) is not cancelable upon 90 days or less notice without penalty or premiumsuch Material Contract by any other party thereto.

Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the “Material Contracts”) to which the Company or any of its Subsidiaries is a party or by which it is bound, including without limitation (a) Except each Contract which requires future expenditures by the Company or any of its Subsidiaries in excess of $50,000, excluding Contracts that require future software maintenance and technical support that could not be performed without making expenditures necessary to maintain the Company’s existing overhead and infrastructure; (b) all items required to be listed in Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of its Subsidiaries, or any “affiliate” or “associate” (as set forth such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of its Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual property and Technology licenses) under which the Company or any of its Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on Schedule 4.9its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of its Subsidiaries; and (j) any agreement to register securities under the Securities Act. The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of its Subsidiaries is in default under any material provision of any of such Contracts and, to the Knowledge of the Company, no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neither the Company nor any of its Subsidiaries is a has received any written communication from any other party to, nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor Contracts listed on Schedule 5.14 stating that such other party has decided or lessee) relating plans to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, terminate or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment by the Company or any of its Subsidiaries of an amount in excess of $100,000 during a twelve (12) month period or (B) is not cancelable upon 90 days or less notice without penalty or premiumdiscontinue such Contract.

Material Contracts and Obligations. (a) Except as set forth on Schedule 4.9All agreements, neither the Company nor contracts, leases, licenses, instruments, commitments (oral or written), Indebtedness, liabilities and other obligations to which any of its Subsidiaries Group Entity is a party toor by which it is bound that (a) are material to the conduct and operations of its business and properties, nor are any of their respective assets or properties bound by, (b) involve any of the following contractsofficers, agreementsdirectors, indenturesemployees or shareholders of the Group Entity except for their employment or engagement agreements (if applicable); or (c) obligate such Group Entity to share, mortgageslicense or develop any product, guaranties, leases, licenses key assets or understandings, written or oral (each a "Contract" after giving effect Proprietary Assets have been provided to the following qualifications Investors and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement their counsel for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreementinspection. For purposes of this Section 4.93.9, a material agreement “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any agreement which (A) provides for the payment by the Company or any of its Subsidiaries of an amount Group Entity, in excess of $100,000 US$50,000, (ii) limiting or restricting any Group Entity’s ability to compete or otherwise conduct its business as now conducted and as presently proposed to be conducted in any manner, time or place, or that contains any exclusivity provision or similar clauses that impair, restrict or impose conditions on any Group Entity’s right to offer or sell products or services in specified areas, during a twelve specified periods, (12iii) month period imposing or potentially imposing security interest or encumbrance on any key assets, Proprietary Assets, or equity interest of any Group Entity, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Entity, (vi) authorizing any third party to conduct the business of any Group Entity or contracting any Principal Business to any third party, or being authorized or appointed by any third party to conduct any Principal Business, (vii) granting any third party the right to distribute, market or sell any of products of any Group Entity or affecting the exclusive right of any Group Entity to distribute, market or sell its products, (viii) involving joint venture, strategic alliance or cooperation or similar arrangement, (ix) involving profit-sharing arrangement, (x) being with any Governmental Authority, (xi) relating the Indebtedness of any Group Entity or guarantee or indemnification provided by any Group Entity, or (Bxii) is not cancelable upon 90 days or less notice without penalty or premiuman agreement the termination of which would be reasonably likely to have a Material Adverse Effect. Section 3.9(a) of the Disclosure Schedule contains a complete list of the material contracts.

Material Contracts and Obligations. (a) Except as set Set forth on in Schedule 4.9, neither 3.13 attached hereto is a list and brief description of all the Company nor following agreements to which SURGICOE or any of its Subsidiaries is a party to, nor are or by which it is bound: (a) each agreement which requires future expenditures by SURGICOE or any of their respective assets its Subsidiaries in excess of $50,000 or properties bound by, any of which has a term or more than one year from the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal propertyEffective Time; (iib) licenseeach employment agreement, assignment consulting agreement, severance pay commitment and employee benefit, bonus, pension, profit sharing or other agreement (whether as licensor, licensee, assignor similar plan or assignee) relating to intellectual propertyarrangement; (iiic) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest professional services or other claimsimilar agreements, lien, charge, encumbrance, imperfection contracts or any other claim whatsoever on any assets of the Company commitment relating to such services being provided to SURGICOE or any of its Subsidiaries; (vid) material lease any agreement (whether as lessor or lessee) relating to real propertywith a physician; (viie) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or all license agreements and any agreement guaranteeing, indemnifying, or otherwise becoming liable for commitment containing a covenant limiting or purporting to limit the obligations or liabilities freedom of another; (viii) agreement that restricts the Company SURGICOE or any of its Subsidiaries from entering into to compete with any new person or existing in any business in any geographic area or engage in any line of business or conducting its respective business as presently conductedbusiness; (ixf) agreement with any labor union or association representing any employee of the Company lease to which SURGICOE or any of its Subsidiaries is a party as lessor or lessee and which requires the future expenditure or receipt of in excess of $50,000, including as to each such lease the monthly rental called for (xincluding escalations and adjustments upon any renewals) and the termination date and renewal rights applicable thereto; (g) except for trade indebtedness incurred in the ordinary course of business, any loan, credit agreement, promissory note or other material agreement. For purposes instrument providing for or evidencing the extension of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment by the Company credit to SURGICOE or any of its Subsidiaries in an amount of $10,000 or more; (h) every guaranty, indemnity or similar agreement or instrument whereunder SURGICOE or any of its Subsidiaries is or could be held liable for the indebtedness or other obligation of any third party (other than any Subsidiary) in an amount of $10,000 or more; (i) each partnership agreement, operating agreement, management agreement, development agreement and other similar agreement by or among SURGICOE or any of its Subsidiaries, on the one hand, and, on the other hand, any other Subsidiary or any other owner of an amount interest in excess any Subsidiary; (j) environmental and title reports on any real property owned by SURGICOE or its Subsidiaries; (k) each contract or arrangement for the provision of $100,000 during surgery center or other facility services that is expected to account for 10% or more of the revenues of any Subsidiary in 2002; (l) agreements or arrangements for the sale of any of the assets, properties or rights of SURGICOE or any of its Subsidiaries (other than in the ordinary course of business) or for the grant of any preferential rights to purchase any of its assets, properties or rights or which requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights that is material to the business of SURGICOE or any of its Subsidiaries; (m) any commitment, letter of intent or term sheet to acquire, develop or affiliate with any ambulatory surgery center or other health facility; and (n) any agreement to which any Shareholder, officer or director of SURGICOE, or any “affiliate” or “associate” of any such person (as such terms are defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended), is presently a twelve (12) month period party, including without limitation any agreement or (B) other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity. SURGICOE has delivered to USP accurate and complete copies of each of the agreements and instruments listed in Schedule 3.13. All agreements, contracts, plans, leases, instruments, arrangements, licenses and commitments listed in Schedule 3.13 are valid and in full force and effect and neither SURGICOE nor any of its Subsidiaries has and, to the knowledge of SURGICOE, no other party thereto has breached any provision of, or is not cancelable upon 90 days in default under the terms of, and there are no facts or less notice without penalty circumstances which would reasonably indicate that SURGICOE or premiumany of its Subsidiaries will or may be in such breach or default under, any such contract, agreement, instrument, arrangement, commitment, plan, lease or license, which invalidity, breach or default could have a material adverse effect on the business, operations, prospects or financial condition of SURGICOE and its Subsidiaries taken as a whole.

Material Contracts and Obligations. (a) Except as set Section 3O of the Exceptions Schedule sets forth on Schedule 4.9, neither a list of all material agreements or commitments of any nature to which the Company nor any of its Subsidiaries is a party toor by which it is bound (excluding agreements to purchase alarm monitoring contracts entered into in the ordinary course of business and in accordance with past practice pursuant to which the Company is only granted a right of first refusal to purchase alarm monitoring contracts and is not obligated to consummate a purchase thereunder), nor are any of their respective assets or properties bound by, any of the following contracts, agreements, indentures, mortgages, guaranties, leases, licenses or understandings, written or oral (each a "Contract" after giving effect to the following qualifications and limitations): including without limitation (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets of the Company or any of its Subsidiaries; (vi) material lease agreement (whether as lessor or lessee) relating to real property; (vii) agreement for the borrowing or lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any each agreement which (A) provides for the payment requires future expenditures by the Company or any of its Subsidiaries of an amount in excess of $100,000 during 150,000 or which might result in payments to the Company in excess of $150,000, (ii) all employment and consulting agreements, collective bargaining agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, and distributor and sales representative agreements, (iii) each agreement with any stockholder, officer or director of the Company, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, (iv) each agreement pursuant to which the Company has issued any Equity Security, including the Series A Purchase Agreement, the Series B Purchase Agreement, the Series C Purchase Agreement, the Series C Exchange Agreement and the Note Purchase Agreement, (v) any agreement relating to the Intellectual Property Rights and (vi) any settlement, conciliation or similar agreement. The Company has delivered to the Purchaser correct and complete copies of each of agreement (including any amendments or supplements thereto) set forth in Section 3O of the Exceptions Schedule. All such agreements and contracts are valid, legally binding, enforceable, and in full force and effect. Neither the Company nor, to the best of the Company's knowledge, any other party thereto is in breach of or default under any of the aforesaid agreements and contracts in any material respect and no event has occurred which with notice or lapse of time would constitute a twelve (12) month period breach or (B) is not cancelable upon 90 days default, or less notice without penalty permit termination, modification, or premiumacceleration, under any such agreements or contracts. No party has repudiated any provision of any such agreements or contracts.

Material Contracts and Obligations. (a) Except as set forth on Schedule 4.9, neither the Company nor any of its Subsidiaries is a party to, nor are any of their respective assets or properties bound by, any of the following 2.16 lists all contracts, agreements, indenturesguarantees, mortgages, guaranties, leases, licenses or understandings, written or oral leases and executory commitments (each a "Contract" after giving effect to the following qualifications and limitations): (i) a material lease agreement (whether as lessor or lessee) relating to personal property; (ii) license, assignment or other agreement (whether as licensor, licensee, assignor or assignee) relating to intellectual property; (iii) management, employment, bonus, option, equity (or equity related"), severanceother than any Contracts heretofore filed as an exhibit to any SEC Document, consulting, non-compete, confidentiality or similar agreement or contract; (iv) joint venture or partnership agreement; (v) material agreement granting any Person a security interest or other claim, lien, charge, encumbrance, imperfection or any other claim whatsoever on any assets that exist as of the date hereof to which the Company or any Subsidiary is a party or by which it is bound and which fall within any of its Subsidiaries; the following categories: (via) Contracts not entered into in the ordinary course of business other than those that individually or in the aggregate are not material lease agreement to the Company's business, (whether as lessor or lesseeb) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company to compete in any line of business in any geographic area, (d) Contracts relating to real property; any outstanding commitment for capital expenditures in excess of $500,000, (viie) agreement indentures, mortgages, promissory notes, loan agreements or other Indebtedness in excess of $100,000 in the aggregate, agreements or instruments or commitments for the borrowing or the lending of money, including any indenture, mortgage, note, bond or other evidence of indebtedness, any credit or similar agreement, or any agreement guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) agreement that restricts the Company or any of its Subsidiaries from entering into any new or existing line of business or conducting its respective business as presently conducted; (ix) agreement with any labor union or association representing any employee of the Company or any of its Subsidiaries or (x) any other material agreement. For purposes of this Section 4.9, a material agreement shall mean any agreement which (A) provides for the payment by the Company or any Subsidiary of its Subsidiaries of an amount amounts in excess of $100,000 during a twelve in the aggregate or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company and its Subsidiaries with an aggregate value in excess of $100,000, (12f) month period stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements relating to material transactions since January 1, 1995, (g) Contracts between the Company or any Subsidiary and any Affiliate, employee, director, officer or Significant Shareholder, or (Bh) any agreement which is material to the Company, irrespective of amount. All Contracts to which the Company or any Subsidiary is a party or by which it is bound are valid and binding obligations of the Company or the Subsidiary (as the case may be) and, to the Company's knowledge, the valid and binding obligation of each other party thereto except such Contracts which if not cancelable upon 90 days so valid and binding would not, individually or less in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice without penalty (or premiumboth) would constitute a default under or permit the termination of, any such Contract except such violations or defaults under or terminations which, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.