OF BUSINESS OR WITH ANY PERSON OR
IN ANY GEOGRAPHIC AREA OR DURING ANY PERIOD OF TIME;
(VI)
ALL JOINT VENTURE CONTRACTS OR PARTNERSHIP ARRANGEMENTS BETWEEN
THE COMPANY AND A THIRD PARTY;
(VII)
ALL CONTRACTS AND AGREEMENTS REQUIRING PAYMENTS TO OR FROM THE
COMPANY IN EXCESS OF $50,000 IN THE AGGREGATE DURING ANY TWELVE-MONTH PERIOD;
(VIII)
ANY CONTRACT OR AGREEMENT FOR THE EMPLOYMENT OF ANY PERSON OR
ENGAGEMENT OF ANY PERSON AS AN INDEPENDENT CONTRACTOR;
(IX)
ANY CONTRACT OR AGREEMENT GRANTING REGISTRATION RIGHTS TO ANY
PERSON;
(X)
ANY CONFIDENTIALITY OR SIMILAR AGREEMENT OR ANY AGREEMENT OR
CONTRACTS CONTAINING CONFIDENTIALITY PROVISIONS, OTHER THAN SUCH AGREEMENTS OR
CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICES;
(XI)
ANY CONTRACT OR AGREEMENT FOR THE PURCHASE OR SALE OF REAL
PROPERTY;
31
(XII)
ANY CONTRACT OR AGREEMENT FOR THE PURCHASE OR SALE OF ANY
EQUITY INTEREST IN ANY PERSON;
(XIII)
ANY (A) CONTRACT OR AGREEMENT TO CREATE, INCUR, ASSUME OR
GUARANTEE ANY INDEBTEDNESS FOR BORROWED MONEY OR (B) CAPITALIZED LEASE
OBLIGATION IN EXCESS OF $50,000;
(XIV)
ANY CONTRACT OR AGREEMENT TO ADVANCE OR LOAN IN EXCESS OF
$50,000; AND
(XV)
ANY OTHER CONTRACT OR AGREEMENT NOT COVERED BY CLAUSES
(I) THROUGH (XIV) ABOVE UNDER WHICH THE CONSEQUENCES OF A DEFAULT OR TERMINATION
COULD HAVE A MATERIAL ADVERSE EFFECT.
(B)
EACH MATERIAL CONTRACT (I) IS VALID AND BINDING ON THE COMPANY
AND, TO THE KNOWLEDGE OF THE SELLERS, THE COUNTERPARTIES THERETO, AND IS IN FULL
FORCE AND EFFECT AS OF THE DATE OF THIS AGREEMENT AND (II) UPON CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SHALL CONTINUE IN FULL FORCE
AND EFFECT WITHOUT PENALTY OR OTHER ADVERSE CONSEQUENCE IN ACCORDANCE WITH THEIR
TERMS.
THE COMPANY IS NOT IN BREACH OF, OR DEFAULT UNDER, ANY MATERIAL CONTRACT
TO WHICH IT IS A PARTY WHERE THE CONSEQUENCES OF SUCH BREACH OR DEFAULT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE
OF THE SELLERS, NO OTHER PARTY IS IN BREACH OF OR HAS REPUDIATED ANY MATERIAL
CONTRACT.
(C)
WITH RESPECT TO THE MATERIAL CONTRACT SET FORTH IN PARAGRAPH
(109(A)) OF SECTION 4.14 OF THE DISCLOSURE SCHEDULE, THE COMPANY BEGAN
PERFORMING SERVICES UNDER SUCH MATERIAL CONTRACT DURING APRIL 2004 AND STOPPED
PERFORMING SERVICES UNDER SUCH MATERIAL CONTRACT DURING MARCH 2006 AND THE
HOSPITALS SET FORTH IN PARAGRAPH (109(B)) OF SECTION 4.14 OF THE DISCLOSURE
SCHEDULE ARE THE ONLY PERSONS THAT THE COMPANY PROVIDED SERVICES TO UNDER SUCH
MATERIAL CONTRACT.
Section 4.15
Brokers.
No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement or the Ancillary Agreements
based upon arrangements made by or on behalf of the Company, other than the
Provident Fee.
Section 4.16
Title to and Sufficiency of Assets.
The Company has
good title to, or a valid leasehold interest in, the Assets (other than the
Company Intellectual Property, which is addressed in Section 4.10) used by it
and/or shown