Common use of Status of Contracts Clause in Contracts

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed its obligations under each of the Company Agreements, and the Company is not in, or, to the Knowledge of Seller, alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Seller, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge of Seller, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect5.17, each of the Contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 (collectively, the “Company Agreements”) Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Company Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect after the Closingthereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Company Seller Agreements, and the Company each Seller Party is not in, or, to the Knowledge of Seller, or alleged to be in, material breach or default under, nor is there or, to the Knowledge of Seller, Seller is there or is there alleged to be any basis for termination of, any of the Company Agreements and, to Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Company Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller or, to the Knowledge of Seller, Party or by any such other party. The Company No Seller Party is not currently renegotiating any of the Company Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Seller Agreements have heretofore been delivered made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually 5.21 or in the aggregate, reasonably be expected to have a Material Adverse Effectany other Schedule hereto, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B)5.11, 5.11(B)5.14, 5.12(C) 5.15, 5.18 and 5.18 5.20 (collectively, the “Company Seller Agreements”) constitutes a valid and binding obligation of the Seller that is a party thereto (and, to the knowledge of Sellers, of any of the other parties thereto thereto) and is in full force and effect and (except for those Company Agreements as set forth in Schedule 5.3) contains no provision prohibiting assignment and no express provision which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the Closingwould result, in each case without breaching the terms thereof or resulting upon assignment, in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partythereunder. The Company Each Seller has fulfilled and performed in all material respects its obligations under each of the Company Seller Agreements, and the Company neither Seller is not in, or, to the Knowledge of Seller, or alleged to be in, breach or default in any material respect under, nor is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Seller Agreements and, to the Knowledge knowledge of SellerSellers, no other party to any of the Company Seller Agreements has breached or defaulted in any material respect thereunder, and and, to the knowledge of Sellers, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by either Seller or, to the Knowledge of Seller, or by any such other party. The Company Neither Seller is not currently renegotiating any of the Company Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Seller Agreements have heretofore been delivered made available to Buyer by SellerSellers.

Status of Contracts. (a) Except as set forth in Schedule 5.19 or as could not, individually 5.18(A) or in the aggregate, reasonably be expected to have a Material Adverse Effectany other Schedule hereto, each of the Contracts listed in Schedules 5.10(A), 5.10(B), 5.11(B), 5.12(C), 5.15(B) and 5.18 5.17 (collectively, the “Company Seller Agreements”) constitutes a valid and binding obligation of Sellers and, to the Sellers’ Knowledge, the other parties thereto thereto, and is in full force and effect subject to the express terms and conditions thereof, and (except for those Company Agreements which by their terms will expire prior as set forth in Schedule 5.3) may be transferred to the Closing Date or are otherwise terminated prior Buyer pursuant to the Closing Date in accordance with the provisions hereof) this Agreement and will continue in full force and effect after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has Sellers have fulfilled and performed its their respective obligations under each of the Company AgreementsSeller Agreement, and the Company no Seller is not in, or, to the Knowledge of Seller, or alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Seller, Seller Agreement and no other party to any of the Company Agreements Seller Agreement has breached or defaulted thereunder; and, and to the Sellers’ Knowledge, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by a Seller or, to the Knowledge of Seller, or by any such other party. The Company No Seller currently is not currently renegotiating any of the Company Seller Agreements or paying liquidated damages in lieu of performance thereunder. Except as set forth on Schedule 5.18(A), no Affiliate of a Seller is party to or has any rights in any Seller Agreement and no Seller Agreement involves both the Business and other businesses or Affiliates of Seller. Complete and correct copies of each of the Company Seller Agreements have heretofore been delivered to Buyer by SellerSellers.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Each of the Contracts leases, contracts, licenses and other agreements required to be listed in on Schedules 5.10(B5.9, 5.10, 5.11(c), 5.11(B), 5.12(C5.14 or 5.17(a) and 5.18 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect immediately after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. The Company has fulfilled and performed not breached, in any material respect, any of its obligations under each of the Company Agreements, and the Company is not in, or, to the Knowledge of Sellerthe Executives, alleged to be in, breach or default under, nor is there or, to the Knowledge of Sellerthe Executives, is there alleged to be any basis for termination of, any of the Company Agreements Agreements, and, to the Knowledge of Sellerthe Executives, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company or, to the Knowledge of Sellerthe Executives, by any other such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by SellerBuyer.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect5.19, each of the Contracts contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 Schedule 5.19 (collectively, the “Company Agreements”"Purchased Contracts") constitutes a valid and binding obligation of the parties thereto and thereto, is in full force and effect effect, may be transferred to Buyer pursuant to this Agreement, and (except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the Closingthereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company Seller has fulfilled and performed in all material respects its obligations under each of the Company AgreementsPurchased Contracts, and the Company Seller is not in, or, to the Knowledge of Seller, or alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Agreements Purchased Contracts and, to the Knowledge of Seller's knowledge, no other party to any of the Company Agreements Purchased Contracts has materially breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge knowledge of Seller, by any such other party. The Company Seller is not currently renegotiating any of the Company Agreements Purchased Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements Purchased Contracts have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually 3.18 or in the aggregate, reasonably be expected to have a Material Adverse Effectany other Schedule hereto, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B3.10(b), 5.11(B3.11(b), 5.12(C3.12(e), 3.12(f), 3.12(j), 3.15(b) and 5.18 3.17 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties Company or Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and (except as set forth in Schedule 3.3 and except for those Company Agreements which by their terms will expire prior to the Closing Option Termination Date or are otherwise terminated prior to the Closing Option Termination Date in accordance with the provisions hereofthereof) will continue in full force and effect after the Closingdate hereof and after the exercise of the Option and the consummation of the Merger, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company or a Subsidiary has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and neither the Company nor any Subsidiary is not in, or, to the Knowledge of Sellerthe Company, alleged to be in, breach or default under, nor is there or, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company, any Subsidiary or, to the Knowledge of Sellerthe Company, by any such other party. The Except as set forth in Schedule 3.18, neither the Company nor any Subsidiary is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements Agreements, including all amendments, exhibits and schedules thereto, have heretofore been delivered or made available to Buyer by SellerOptionee.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually 5.18 or in the aggregate, reasonably be expected to have a Material Adverse Effectany other Schedule hereto, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B5.10(b), 5.11(B5.11(b), 5.12(C5.12(e), 5.12(f), 5.12(j), 5.15(b) and 5.18 5.17 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties Company or Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect and (except as set forth in Schedule 5.3 and except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereofthereof) will continue in full force and effect after the Closingdate hereof and after the Effective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company or a Subsidiary has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and neither the Company nor any Subsidiary is not in, or, to the Knowledge of Sellerthe Company, alleged to be in, breach or default under, nor is there or, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company, any Subsidiary or, to the Knowledge of Sellerthe Company, by any such other party. The Except as set forth in Schedule 5.18, neither the Company nor any Subsidiary is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements Agreements, including all amendments, exhibits and schedules thereto, have heretofore been delivered or made available to Buyer by SellerParent.

Status of Contracts. Except as set forth in on Schedule 5.19 or as could not4.21, individually or in to the aggregate, reasonably be expected to have a Material Adverse EffectBest Knowledge of Seller, each of the Contracts listed in on Schedules 5.10(B), 5.11(B), 5.12(C2.1(c) and 5.18 4.10 (collectively, the “Company "Seller Agreements”") constitutes a valid legal, valid, binding and binding enforceable obligation of the parties thereto and is in full force and effect and (except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to transactions contemplated herein shall not have an Adverse Effect on the Closing Date in accordance with the provisions hereof) will Seller Ancillary Documents and they shall continue in full force and effect immediately after the ClosingClosing with Buyer as a party thereto instead of Seller, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company Seller has fulfilled and performed its obligations under each of the Company Seller Agreements, and the Company Seller is not in, or, to the Best Knowledge of Seller, alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Seller Agreements and, to the Best Knowledge of Seller, no other party to any of the Company Seller Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Best Knowledge of Seller, by any such other party. The Company Seller is not currently renegotiating any of the Company Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete True and correct complete copies of each of the Company Seller Agreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Each of the Contracts leases, contracts and other ------------------- agreements listed in on Schedules 5.10(B)3.12, 5.11(B)3.15, 5.12(C3.16, 3.21(a) and 5.18 3.22, (collectively, the “Company Agreements”) "Material Contracts"), constitutes a valid and binding obligation of the Company and, to the knowledge of the Company or the Shareholders, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in Schedule 3.23 and except for those Company Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the ClosingClosing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed its obligations under each of the Company Agreements, Material Contracts and the Company is not in, or, to the Knowledge knowledge of Sellerthe Company or the Shareholders, alleged to be in, breach or default under, nor is there or, to the Knowledge knowledge of Sellerthe Company or the Shareholders, is there alleged to be any basis for termination of, of any of the Material Contracts. To the knowledge of the Company Agreements and, to or the Knowledge of SellerShareholders, no other party to any of the Company Agreements Material Contracts has breached or defaulted thereunder, and no . No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company or, to the Knowledge knowledge of Sellerthe Company or the Shareholders, by any such other party. The Company is not currently renegotiating any of the Company Agreements Material Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Each of the Contracts listed or required to be listed in Schedules 5.10(B4.10(b), 5.11(B4.11(b), 5.12(C4.12(a) and 5.18 4.17(ii), (collectivelyiv), (v), and (x) and that are not listed in Schedule 1.2(b) (the “Company Seller Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Company Seller Agreements which by their terms will expire prior to or on the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect after the Closingthereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed its respective obligations under each of the Company Agreements, Seller Agreements and the Company is not in, or, to the Knowledge of Seller, or alleged in writing to be in, breach or default under, nor is there or, to the Knowledge of Seller, or is there alleged in writing to be any basis for termination of, any of the Seller Agreements by the other party thereto based upon a breach or default by the Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Company Seller Agreements has breached or defaulted thereunder, and and, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge of Seller, Company or by any such other party. The Company is not currently renegotiating any of the Company Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Seller Agreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually 4.20 ------------------- ------------- or in the aggregate, reasonably be expected to have a Material Adverse Effectany other Schedule hereto, each of the Contracts leases, contracts and other agreements, including, without limitation, the Provider Contracts, listed in Schedules 5.10(B4.13, 4.18(a), 5.11(B), 5.12(C4.18(b) and 5.18 4.19 (collectively, the “"Company ----------------------------------------- ------- Agreements”") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 4.3 and ------------ except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the ClosingClosing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and the Company is not in, or, to the Knowledge of Seller, or alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge best knowledge of Sellerthe Company and Stockholder, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company or, to the Knowledge best knowledge of Sellerthe Company and Stockholder, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. The Company has received no notice of termination of, and neither the Company nor Stockholder is aware of any intent of any of the health care providers bound, directly or indirectly, by any of the Provider Contracts to terminate or fail to renew at payment rates currently in effect, any Provider Contract. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by SellerBuyer.

Status of Contracts. Except as set forth in Schedule 5.19 or Section 3.21 of the Company Letter and except as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B)Sections 3.12, 5.11(B), 5.12(C) 3.18 and 5.18 3.20 of the Company Letter (collectively, the “"Company Agreements”") constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) will continue in full force and effect after the ClosingEffective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Company AgreementsAgreements to which it is a party, and neither the Company nor any Subsidiary of the Company is not in, or, to the Knowledge of Seller, or is alleged to be in, breach or default under, nor nor, to the Knowledge of the Company, is there or, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, of any of the Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach or default by the Company or breach by Seller any Subsidiary of the Company, or, to the Knowledge of Sellerthe Company, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to Buyer by SellerParent.

Status of Contracts. (a) Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect5.20(A), each of the Contracts listed in Schedules 5.9(B)(1), 5.10(B), 5.11(B5.11(C), 5.12(C5.11(D), 5.14(A) and 5.18 5.16 (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 5.2(B) and, except for those Company Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) , or as requested by Buyer in writing), will continue in full force and effect in all material respects after the Closing, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Each Company has fulfilled and performed its respective obligations under each of the its Company AgreementsAgreements in all material respects, and the no Company is not in, or, or to the Seller’s Knowledge of Seller, alleged to be in, breach or default under, nor to Seller’s Knowledge, is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Seller, Agreement and no other party to any of the Company Agreements Agreement has breached or defaulted thereunder, and no . No event has occurred and and, to Seller’s Knowledge, no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge of Seller, such Company or by any such other party. The No Company is not currently renegotiating any of the Company Agreements (other than ordinary course negotiations in connection with the scheduled expiration of such Company Agreement) or paying liquidated damages in lieu of performance thereunder. Complete True and correct copies of each of the Company Agreements have heretofore been delivered made available to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect------------------- -------- 3.21, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B)---- --------- 3.11, 5.11(B)3.14, 5.12(C) 3.17, 3.18 and 5.18 3.20 (collectively, the “"Company Agreements”") ------------------------------- ------------------ constitutes a valid and binding obligation of the Company and, to the knowledge of the Company and the Active Shareholders, the other parties thereto and is in full force and effect and (except for those Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) will continue in full force and effect after the ClosingEffective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and neither the Company nor any Subsidiary of the Company is not in, or, to the Knowledge of Seller, or is alleged to be in, breach or default under, nor nor, to the knowledge of the Company and the Active Shareholders, is there or, to the Knowledge knowledge of Sellerthe Company and the Active Shareholders, is there alleged to be any basis for termination of, of any of the Company Agreements and, to the Knowledge knowledge of Sellerthe Company and the Active Shareholders, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller orthe Company or any Subsidiary of the Company, to the Knowledge knowledge of Sellerthe Company and the Active Shareholders, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each (a) Each of the Contracts leases, contracts and other agreements listed in on Schedules 5.10(B)3.13, 5.11(B)3.16, 5.12(C3.17, 3.22(a) and 5.18 3.23 (collectively, the “Company Agreements”) "Material Contracts"), constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in Schedule 3.24 and except for those Company Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the ClosingClosing Date, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed its obligations under each of the Company Agreements, Material Contracts in all material respects and the Company is not in, or, to the Knowledge of Sellerthe Company, alleged to be in, breach or default under, nor is there or, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, of any of the Company Agreements and, to Material Contracts the effect of which would result in a Material Adverse Effect on the Company. To the Knowledge of Sellerthe Company, no other party to any of the Company Agreements Material Contracts has breached or defaulted thereunder, and no thereunder in any material respect. No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company or, to the Knowledge of Sellerthe Company, by any such other partyparty the effect of which would result in a Material Adverse Effect on the Company. The Except as set forth in Schedule 3.24, the Company is not currently renegotiating any of the Company Agreements Material Contracts other than in the ordinary course of business or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in Section 2.22 of the aggregate, reasonably be expected to have a Material Adverse EffectCompany Letter, each of the Contracts listed or described in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 Section 2.21 (collectively, the “Acquired Company Agreements”) constitutes a valid and binding obligation of the Acquired Company which is a party to such Acquired Company Agreement and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect as of the date of this Agreement and (except for those Acquired Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereofthereof) will continue be in full force and effect after immediately prior to the Closing, in each case without breaching Effective Time. Each of the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company Acquired Companies has fulfilled and performed in all material respects its obligations under each of the Acquired Company Agreements, and the no Acquired Company is not in, or, or to the Knowledge of SellerCompany’s Knowledge, is alleged to be in, breach or default under, nor is there ornor, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, any of the Acquired Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Acquired Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Acquired Company or, to the Knowledge of Sellerthe Company, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Acquired Company Agreements have heretofore been delivered or made available to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect5.17, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B2.1(c), 5.11(B2.1(d)(v), 5.12(C2.1(g) and 5.18 5.10(c) (collectively, the “Company Seller Agreements”) constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in Schedule 5.3(b) and except for those Company Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereofhereof and except for the Leased Real Property) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect after the Closingthereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company Seller has fulfilled and performed its obligations under each of the Company Seller Agreements, and the Company Seller is not in, in or, to the Knowledge of Seller’s Knowledge, alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller’s Knowledge, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Seller Agreements. To Seller’s Knowledge, no other party to any of the Company Seller Agreements has breached or defaulted thereunder, except as has been cured or remedied, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge of Seller’s Knowledge, by any such other party. The Company Except as set forth in Schedule 5.17, Seller is not currently renegotiating any of the Company Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in Section 3.20 of the aggregate, reasonably be expected to have a Material Adverse EffectCompany Letter, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B)Sections 3.10, 5.11(B)3.11, 5.12(C) 3.14, 3.16, 3.17, and 5.18 3.19 of the Company Letter (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) will continue in full force and effect after the ClosingEffective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and neither the Company nor any of its Subsidiaries is not in, or, to the Knowledge of Seller, or is alleged to be in, breach or default under, nor is there ornor, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, of any of the Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller orthe Company or any of its Subsidiaries, to the Knowledge of Sellerthe Company, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered made available by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in on Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect5.15, each of the Contracts listed in Schedules 5.10(Bor required to be listed on Schedule 5.9(a), 5.11(B5.10, 5.11(c), 5.12(C5.14 or 5.17(a) and 5.18 (collectively, the “Company Agreements”) (a) constitutes a valid and binding obligation obligation, enforceable in accordance with its terms, with respect to the Company and, to the Knowledge of the Company, the other parties thereto and thereto, subject to the General Exceptions, (b) is in full force and effect and (except for those Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof), and (c) will continue in full force and effect after immediately following the Closing, in each case Effective Time without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other partyPerson. The Company has has, in all material respects, fulfilled and performed its obligations required to be performed by it under each of the Company AgreementsAgreements as of the date hereof or the Closing Date, and the Company is not in, or, to the Knowledge of Seller, the Company alleged to be in, material breach or default under, nor is there or, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Company Agreements has materially breached or defaulted thereunder, and and, to the Knowledge of the Company, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a material default or breach by Seller or, to the Knowledge of Seller, Company or by any other such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunderunder any of the Company Agreements or, other than in the ordinary course of business, currently renegotiating any of the Company Agreements. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by SellerParent.

Status of Contracts. Except as set forth in Section 5.17 of the Disclosure Schedule 5.19 or and for events of default arising as could not, individually or in a result of the aggregate, reasonably be expected to have a Material Adverse EffectFiling, each of the Contracts listed in Schedules 5.10(B), 5.11(B), 5.12(C) and 5.18 (collectively, the “Company Agreements”) Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and, subject to the cure of defaults pursuant to Section 2.5 and (except for those Company Seller Agreements which that by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) , may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect after the Closingupon such transfer, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and, except for the Bankruptcy Court Order and the obtaining of any consents set forth in Section 5.3 of the Disclosure Schedule, without the consent, approval or act of, or the making of any filing with, any other party. The Company Seller has fulfilled and performed its obligations under each of the Company Seller Agreements, and except for events of default arising as a result of the Company Filing, Seller is not in, or, to the Knowledge knowledge of Seller, alleged to be in, breach or default under, nor is there or, to the Knowledge knowledge of Seller, is there alleged to be any basis for termination of, any of the Company Agreements Seller Agreements, and, to the Knowledge knowledge of Seller, no other party to any of the Company Seller Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists whichthat, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller or, to the Knowledge knowledge of Seller, by any such other party. The Company Seller is not currently renegotiating any of the Company Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete Seller has made available to Buyer true and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by SellerSeller Agreements.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B)on SCHEDULES 3.13, 5.11(B)3.16, 5.12(C3.17, 3.22(a) and 5.18 3.23 (collectively, the “Company Agreements”) "MATERIAL CONTRACTS"), constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto thereto, and is in full force and effect and each of the Material Contracts (except as set forth in SCHEDULE 3.24 and except for those Company Agreements Material Contracts which by their terms will expire prior to the Closing Date or are will be otherwise terminated prior to the Closing Date in accordance with the provisions hereof) will continue in full force and effect after the ClosingClosing Date, in each case without materially breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Except as set forth on SCHEDULE 3.24, the Company has fulfilled and performed its obligations in all material respects under each of the Company Agreements, Material Contracts and the Company is not in, or, to the Knowledge of Sellerthe Company, alleged to be in, material breach or default under, nor is there or, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, of any of the Company Agreements and, to Material Contracts. To the Knowledge of Sellerthe Company, no other party to any of the Company Agreements Material Contracts has breached or defaulted thereunder, and no . No event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company or, to the Knowledge of Sellerthe Company, by any such other party. The Company is not currently renegotiating any of the Company Agreements Material Contracts or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by Seller.

Status of Contracts. Except as set forth in Schedule 5.19 or Section 3.21 of the Company Letter and except as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B)Sections 3.12, 5.11(B), 5.12(C) 3.18 and 5.18 3.20 of the Company Letter (collectively, the “Company Agreements”) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto and is in full force and effect and (except as set forth in Section 3.4 of the Company Letter and except for those Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) will continue in full force and effect after the ClosingEffective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has fulfilled and performed in all material respects its obligations under each of the Company AgreementsAgreements to which it is a party, and neither the Company nor any Subsidiary of the Company is not in, or, to the Knowledge of Seller, or is alleged to be in, breach or default under, nor nor, to the Knowledge of the Company, is there or, to the Knowledge of Sellerthe Company, is there alleged to be any basis for termination of, of any of the Company Agreements and, to the Knowledge of Sellerthe Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach or default by the Company or breach by Seller any Subsidiary of the Company, or, to the Knowledge of Sellerthe Company, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Agreements have heretofore been delivered by the Company to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually 5.21 or in the aggregate, reasonably be expected to have a Material Adverse Effectany other Schedule hereto, each of the Contracts listed in Schedules 5.10(B)5.11, 5.11(B)5.14, 5.12(C) 5.15 and 5.18 5.20 (collectively, the “Company "Parent Agreements”") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (subject to the qualifications and exceptions set forth in Schedule 5.3 and except for those Company Parent Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect after the Closingthereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company Parent or MedSurg, as the case may be, has fulfilled and performed its obligations under each of the Company AgreementsParent Agreements to which it is a party, and the Company neither Parent nor MedSurg is not in, or, to the Knowledge of Seller, or alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Parent Agreements to which it is a party and, to the Knowledge knowledge of Seller, Parent and MedSurg no other party to any of the Company Parent Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller orParent, to the Knowledge of Seller, MedSurg or by any such other party. The Company Neither Parent nor MedSurg is not currently renegotiating any of the Company Parent Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Company Parent Agreements as currently in effect, including all pricing terms, have heretofore been delivered to Buyer by SellerParent.

Status of Contracts. Except as set forth in Schedule 5.19 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectSchedules attached hereto, each of the Contracts leases, contracts and other agreements listed in Schedules 5.10(B)SCHEDULES 5.11, 5.11(B)5.14, 5.12(C) 5.15, 5.17 and 5.18 5.19 (collectively, the “Company Agreements”"COMPANY AGREEMENTS") constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except as set forth in SCHEDULE 5.3 and except for those Company Agreements which by their terms will expire prior to the Closing Date Effective Time or are otherwise terminated prior to the Closing Date Effective Time in accordance with the provisions hereof) will continue in full force and effect after the ClosingEffective Time, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. The Company has fulfilled and performed in all material respects its obligations under each of the Company Agreements, and the Company is not in, or, to the Knowledge of Seller, or alleged to be in, breach or default under, nor is there or, to the Knowledge of Seller, or is there alleged to be any basis for termination of, any of the Company Agreements and, to the Knowledge best knowledge of Sellerthe Company, no other party to any of the Company Agreements has breached or defaulted thereunder, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller the Company or, to the Knowledge best knowledge of Sellerthe Company, by any such other party. The Company is not currently renegotiating any of the Company Agreements or paying liquidated damages in lieu of performance thereunder. None of the Company Agreements contains terms unduly burdensome to the Company or is harmful to its business. Complete and correct copies of each of the Company Agreements have heretofore been delivered to Buyer by SellerParent.