8Q. MATERIAL AGREEMENTS. This Agreement, the Other Agreements
and the existing Debt facilities and the agreements contemplated hereby and
thereby and the agreements set forth on SCHEDULES 8Q and 8T comprise all
material agreements, contracts and other arrangements (collectively,
"Contracts") to which the Company is a party, other than agreements executed in
connection with physician practice acquisitions, surgery center acquisition and
development transactions and the operations thereof, including, without
limitation, contracts or other agreements for the employment or compensation of
any officer, director, stockholder, consultant or key employee of the Company,
joint venture agreements, or similar arrangements, contracts or other agreements
of the Company. No party to any Contracts has given the Company written notice
of or made a claim with respect to any breach or default under any such Contract
the consequences of which, individually or in the aggregate, would reasonably be
expected to have a material adverse effect on the business, condition (financial
or other), assets, properties, operations or prospects of the Company. Each of
the Contracts is valid, binding and enforceable to the best of the Company's
knowledge against the other parties thereto, in accordance with its terms and is
in full force and effect. Each of the Company, and, to the best of the Company's
knowledge, each of the other parties thereto, has performed all material
obligations required to be performed by it to date under, and is not in default
in respect of, any of the Contracts and, to the best of the Company's knowledge,
no event exists which, with notice or lapse of time, or both, would constitute
such a default, other than where failure to perform such obligations or such
default would not reasonably be expected to have a material adverse effect on
the business, condition (financial or other), assets, properties, operations or
prospects of the Company.
8R. ENVIRONMENTAL MATTERS.
(a) To the best of the Company's knowledge, none of the
real property owned or leased by the Company or any of its Subsidiaries (the
"Real Property") contains or has previously contained any hazardous or toxic
wastes or substances or underground storage tanks.
(b) To the best of the Company's knowledge, the Real
Property is in compliance with all applicable federal, state and local
environmental standards and requirements affecting such Real Property and, to
the best of the Company's knowledge, there are no environmental conditions which
could interfere with the continued use of the Real Property.
(c) Neither the Company nor any of its Subsidiaries has
received any notice of violation or advisory action from any regulatory agency
regarding environmental laws or regulations or permit regulations.
(d) To the best of the Company's knowledge, neither the
Company nor any of its Subsidiaries has transferred hazardous waste from any of
the Real Property to any other location which is not in compliance with all
applicable environmental laws and regulations and permit regulations.