Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Seller has delivered to or made available for inspection by Buyer a list (Schedule 3.19 of the Seller Disclosure Letter) of all commitments, contracts, leases, and agreements, written or oral, which materially affect the Hospital Facilities, the Purchased Assets, or the operation thereof, to which Seller is a party or by which Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, (a) Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by Seller.

Agreements and Commitments. Seller has delivered to or made available Except for inspection by Buyer a list (Schedule 3.19 of the Seller Disclosure Letter) of all Contracts and contracts included in the Excluded Assets, there are no commitments, contracts, leases, and agreements, agreements (whether written or oral, ) which materially affect the Hospital Facilities, the Purchased Assets, or the operation of any thereof, to which a Seller is a party or by which a Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, : (a) Physician Employment Agreements, agreements with physicians or any other referral sources, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, , (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, , (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, , (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by Sellera Seller of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basis.

Agreements and Commitments. Schedule 3.19 contains an accurate list of all contracts, leases, and agreements of Seller which to Seller’s Knowledge materially affect the Healthcare Facilities or the operation thereof and has delivered to or made available for inspection by Buyer a list (Schedule 3.19 of the Seller Disclosure Letter) of all commitments, contracts, leases, and agreements, written or oral, which materially affect the Hospital Facilities, the Purchased Assets, or the operation thereof, to which Seller is a party or by which Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contractsdocuments, including, without limitation, (a) Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting Seller, the Hospital Facilities or the Purchased AssetsHealthcare Facilities, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities Seller or the Purchased AssetsHealthcare Facilities, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased AssetsHealthcare Facilities, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Healthcare Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by Sellerthe Healthcare Facilities. However, with respect to items (f), (g), (m), (n), and (o) above, Seller makes such representations only with respect to those involving future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, and to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to and assumed by Buyer.

Agreements and Commitments. Seller has delivered to or made available for inspection by Buyer a list (To the best knowledge of Seller, Schedule 3.19 sets forth an accurate list of the Seller Disclosure Letter) following types of all commitments, contracts, leases, and agreements, written or oral, relating to the Purchased Assets, including the Facilities (other than the Excluded Assets), or the operation of any thereof, to which materially affect the Hospital FacilitiesSeller or Seller Entities are a party or by which Seller or Seller Entities, the Purchased Assets, or the operation thereof, to which Seller is a party or by which Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, : (a) Physician Employment Agreementsphysician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, bonds, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, including the Facilities (other than the Excluded Assets), (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, including the Facilities (other than the Excluded Assets), (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, (n) contracts or commitments, whether in including the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreementsother than the Excluded Assets), and (on) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by SellerSeller or any Seller Entity of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basis.

Agreements and Commitments. Seller has delivered Except for the Contracts, the Immaterial Contracts, contracts included in the Excluded Assets, contracts to or made available for inspection by Buyer a list (Schedule 3.19 of which the Seller Disclosure Letteris not a party but which affect its Real Property (other than the Minnesota Property) of all and as set forth on Schedule 3.18, there are no commitments, contracts, leases, and agreements, agreements (whether written or oral, ) which materially affect the Hospital Facilitiessuch Seller's Facility, the Purchased its Assets, or the operation of any thereof, to which such Seller is a party or by which such Seller, the Hospital Facilitiesits Facility, the Purchased its Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, : (a) Physician Employment Agreements, physician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate property including any tenant leases, Leases, (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities such Seller's Facility or the Purchased its Assets, , (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities such Seller's Facility or the Purchased its Assets, , (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities such Seller's Facility or the Purchased its Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by Sellersuch Seller of any amount or value in excess of Twenty-Five Thousand Dollars ($25,000) on an annual basis.

Agreements and Commitments. Seller has delivered to or made available for inspection by Buyer a an accurate list (Schedule 3.19 of the Seller Disclosure Letterto this Agreement) of all commitments, contracts, leases, and agreements, written or oral, of Southern which to Seller’s Knowledge materially affect the Hospital FacilitiesTrace Regional, the Purchased AssetsShares, or the operation thereof, to which Seller is a party or by which Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve involving future payments, performance of services or delivery of goods to or by Seller Southern in an amount or fair market value in excess of Fifty One Hundred Thousand Dollars ($50,000100,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, (a) Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities Southern, Trace Regional or the Purchased AssetsShares, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities Southern, Trace Regional or the Purchased AssetsShares, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities Trace Regional or the Purchased AssetsShares, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities Trace Regional (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by SellerSouthern.

Agreements and Commitments. Schedule 2.01(f) sets forth the Assumed Contracts that will be assumed by the Buyer. Seller has also delivered to or made available for inspection by Buyer a an accurate list (Schedule 3.19 of the Seller Disclosure Letter3.17) of all commitments, contracts, leases, and agreements, written or oral, which material Contracts that materially affect the Hospital Facilities, the Purchased Assets, Businesses or the operation thereofAssets, to which Seller or its Wholly Owned Subsidiary is a party or by which Seller, the Hospital Facilitiesits Wholly Owned Subsidiaries, the Purchased Assets, or any portion thereof thereof, is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, , (a) Physician Employment Agreementsphysician agreements, professional service agreements or co-management agreements, (b) agreements with health maintenance organizations, preferred provider organizations, independent practice associations, accountable care organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts employment, severance or retention Contracts or any other contracts, agreements, or commitments Contracts to or with individual employees or agents, including with directors, trustees, officers, employees, or other agents of Seller or its Wholly Owned Subsidiaries, (e) contracts or commitments Contracts materially affecting ownership of, title to, use of of, or any interest in real estate including any tenant leasesOwned Real Property or Leased Real Property, (f) equipment leases and other leases that are capital leases, (g) equipment maintenance agreements, (h) agreements with municipalitiesGovernmental Authorities, (i) collective bargaining agreements or other contracts or commitments Contracts to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, bonds, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect Contracts relating to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrightsIntellectual Properties and Information Systems, or other like terms Contracts affecting the Hospital Facilities Businesses or the Purchased Assets, (l) contracts or commitments Contracts providing for payments based in any manner on the revenues or profits of Seller or any Wholly Owned Subsidiary thereof, the Hospital Facilities Businesses or the Purchased Assets, (m) agreements, licenses, or commitments Contracts relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities Businesses or the Purchased Assets, (n) contracts Contracts relating to the administration, operation or commitmentsfunding of any Employee Benefit Plan, and (o) Contracts, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which that involve future payments, performance of services services, or delivery of goods or material, to or by SellerSeller (or any of its Wholly Owned Subsidiaries), of any amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis.

Agreements and Commitments. Seller has delivered to Except for the Contracts (including the Immaterial Contracts), contracts included in the Excluded Assets, or made available for inspection by Buyer a list (as set forth on Schedule 3.19 of the Seller Disclosure Letter) of all 3.19, there are no commitments, contracts, leases, and agreements, agreements (whether written or oral, ) which materially affect the Hospital Facilities, the Purchased Assets, or the operation of any thereof, to which the Seller is Entities are a party or by which Sellerthe Seller Entities, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, : (a) Physician Employment Agreements, physician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, , (c) joint venture or partnership agreements, , (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, , (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, , (f) equipment leases, , (g) equipment maintenance agreements, , (h) agreements with municipalities, , (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, , (j) loan agreements, bonds, mortgages, liens, or other security agreements, , (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, , (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, , (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, and (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by SellerSeller or any of the Seller Entities of any amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis.

Agreements and Commitments. Seller has delivered to or made available for inspection by Buyer a an accurate list (Schedule 3.19 of the Seller Disclosure Letter3.19) of all commitments, contracts, leases, and agreements, written or oral, which materially affect the Hospital FacilitiesHospital, the Purchased Assets, or the operation of any thereof, to which Seller is a party or by which Seller, the Hospital FacilitiesHospital, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty One Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts1,000), including, without limitation, (a) Physician Employment Agreementsphysician agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, (l1) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by SellerSeller of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basis.

Agreements and Commitments. Seller has delivered to or made available for inspection by Buyer a list (Schedule 3.19 of the Seller Disclosure Letter) contains an accurate list of all commitments, contracts, leases, and agreements, written or oral, of Seller which materially affect the Hospital Healthcare Facilities, the Purchased Assets, or the operation thereof, to which Seller is a party or thereof and has made available for inspection by which Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent Buyer all such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contractsdocuments, including, without limitation, (a) Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting Seller, the Hospital Facilities or the Purchased AssetsHealthcare Facilities, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities Seller or the Purchased AssetsHealthcare Facilities, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased AssetsHealthcare Facilities, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Healthcare Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by Seller. However, with respect to items (f), (g), (m), (n), and (o) above, Seller makes such representations only with respect to those involving future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Thirty-Five Thousand Dollars ($35,000) on an annual basis, and to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Contracts.