(a) Purchase and Sale of Assets
(b) Assumption of Liabilities
(c) Purchase Price
(d) The Closing
(e) Adjustment to Purchase Price
(f) Deliveries at the Closing
(g) Allocation

(a) Organization of Seller and Hospitals
(b) Authorization of Transaction
(c) Noncontravention
(d) Consents
(e) Brokers' Fees
(f) Title to Assets
(g) Undisclosed Liabilities
(h) Legal Compliance
(i) Tax Matters
(j) Intellectual Property
(k) Tangible Assets
(l) Contracts
(m) Litigation
(n) Employees
(o) Guaranties
(p) Environmental, Health, and Safety Matters
(q) Certain Business Relationships with Lab
(r) Customers and Suppliers
(s) Leased Real Property
(t) Sufficiency of Assets
(u) Trial Balance
(v) Absence of Certain Changes
(w) Inventories
(x) Employee Benefits
(y) Claims
(z) Solvency
(aa) Books and Records
(bb) Joint Operating Agreement
(cc) Alliance Primary Care
(dd) Disclosure

(a) Organization of Buyer
(b) Authorization of Transaction
(c) Noncontravention
(d) Consents
(e) Brokers' Fees
(f) Employee Benefits

(a) General
(b) Notices and Consents
(c) Operation of Business
(d) Preservation of Business
(e) Full Access
(f) Notice of Developments
(g) Exclusivity
(h) Leases
(i) Managed Care Contracts
(j) Negotiation with Medical Directors
(k) Credentialing Matters

(a) General
(b) Litigation Support
(c) Confidentiality
(d) Lab Confidential Information
(e) Covenant Not to Compete
(f) New Participating Entity
(g) Non-Solicitation of Employees
(h) Non-Solicitation of Customers, Etc.
(i) Supplemental Non-solicitation of Customers, Etc.
(j) Trade Name
(k) Hospital-Owned Physician Groups
(l) Enforcement
(m) Equitable Relief
(n) Assignment
(o) Research and Education
(p) Employee Health Services
(q) Cooperation with Buyer's Auditors
(r) No Frustration of Purpose
(s) Use of IRLs
(t) Negotiation of Replacement Managed Care Contracts
(u) Right of First Refusal to Purchase IRL
(v) No Alteration
(w) Access to Patient Information
(x) New Leases for Draw Stations
(y) Withdrawal from the JOA
(z) Use of Name
(aa) Exclusivity of Draw Stations

(a) Conditions to Buyer's Obligation
(b) Conditions to Obligations of the Selling Entities

(a) Survival of Representations and Warranties
(b) Indemnification Provisions for Buyer's Benefit
(c) Indemnification Provisions for Benefit of the Seller
(d) Matters Involving Third Parties
(e) Determination of Adverse Consequences
(f) Exclusive Remedy

(a) Termination of Agreement
(b) Effect of Termination

(a) General Scope-Mediation
(b) Right to Arbitration
(c) Arbitration Procedure and Venue

(a) Press Releases and Public Announcements
(b) No Third-Party Beneficiaries
(c) Entire Agreement
(d) Succession and Assignment
(e) Counterparts
(f) Headings
(g) Notices
(h) Governing Law
(i) Amendments and Waivers
(j) Severability
(k) Expenses
(l) Construction
(m) Incorporation of Exhibits and Schedules
(n) Equitable Relief
(o) Allocation of Property Taxes
(p) Employee Benefits Matters
(q) Bulk Transfer Laws
(r) Time is of the Essence