Affiliated Practices. (a) The Borrower shall, and shall cause each Loan Party to, enforce its material rights under each Management Services Agreement, each Securities Transfer Restriction Agreement, each Therapy Director Agreement and each Practice Loan Agreement, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Affiliated Practices. (a) The Issuer shall, and shall cause each Note Party to, enforce its material rights under each Management Services Agreement, each Securities Transfer Restriction Agreement, each Therapy Director Agreement and each Practice Loan Agreement, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Affiliated Practices. 2.01 Commitments
Affiliated Practices. (a) Section 4.18(a) of the OrthAlliance Disclosure Schedule contains complete and accurate lists separately identifying each of (i) the OrthAlliance Affiliated PCs, (ii) the OrthAlliance Affiliated Practice Owners, (iii) the OrthAlliance Affiliated Orthodontists, and (iv) the OrthAlliance Affiliated Pedodontists, indicating the practice location(s) for each such OrthAlliance Affiliated PC, OrthAlliance Affiliated Practice Owner, OrthAlliance Affiliated Orthodontist and OrthAlliance Affiliated Pedodontist.
Affiliated Practices. The Corporation Disclosure Letter lists: --------------------
Affiliated Practices. (a) Section 3.27(a) of the Disclosure Schedules sets forth each Affiliated Practice which is, or at any time since January 1, 2019 has been, party to a management and physician services agreement, professional services agreement, succession agreement or any other similar type of agreement with the Company (the “Affiliated Practices Agreements”). To the Seller’s Knowledge, none of the Affiliated Practices is in material breach or material violation of, or default under, or has materially breached or materially violated, any of its organizational documents. Section 3.27(a) of the Disclosure Schedules sets forth each of the Affiliated Practices Agreements, which, as of the date hereof, are each enforceable against each party to such Affiliated Practices Agreements, and are in full force and effect. Neither the Company, and Subsidiary, nor any of the Affiliated Practices or, to the Seller’s Knowledge, any other party to any Affiliated Practices Agreement, is in material breach or material violation of, or default under, or has repudiated any material provision of, any Affiliated Practices Agreement.
Affiliated Practices. 1. Child & Family Psychological Services, PLLC, a Massachusetts professional limited liability company.
Affiliated Practices. 12 -------------------- 6.6 Other Interests................................................. 12 --------------- 6.7 Noncontravention................................................ 12 ---------------- 6.8 Litigation...................................................... 13 ---------- 6.9 Absence of Certain Changes...................................... 13 -------------------------- 6.10 Taxes........................................................... 13 ----- 6.11 Proprietary Rights.............................................. 15 ------------------ 6.12 Employee Benefit Plans.......................................... 15 ---------------------- 6.13 Labor Matters................................................... 17 ------------- 6.14 Related Parties................................................. 17 ---------------
Affiliated Practices. Notwithstanding the representations and warranties of the Company with respect to the Affiliated Practices in Article II nor the covenants of the Company relating to the Affiliated Practices set forth in Article IV (the “Covenants”), nothing contained herein or in any schedules are intended by the Company to, nor shall they be deemed for any purpose to mean, suggest, or serve as evidence that the Company is in any way engaged in the practice of medicine or is in violation of any Applicable Laws requiring that only duly licensed professionals engage in the practice of medicine. No Company Group Member owns or controls the Affiliated Practices. To the contrary, the Affiliated Practices are separate legal entities wholly owned and operated by duly licensed physicians who are solely responsible for the Affiliated Practices’ own conduct and actions. Notwithstanding the foregoing, in no event shall this Section 8.11 be construed to limit or otherwise modify any of the representations, warranties, covenants or agreements contained in this Agreement or any of the rights or remedies of the Parent Indemnified Parties hereunder.
Affiliated Practices. Each of the Credit Parties will use its best efforts to (a) cause each Affiliated Practice to comply in all respects with all Requirements of Law applicable in respect of the conduct of its business and the ownership and operation of its properties and (b) assist each Affiliated Practice to obtain, maintain and preserve in full force and effect all other rights, franchises, permits, certifications, approvals, authorizations, Licenses (including with respect to orthodontist-employees and dentist-employees), and Reimbursement Approvals, required by Governmental Authorities and necessary to the ownership, occupation or use of its properties or the conduct of its business, except in each case under clauses (a) and (b) above to the extent the failure to do so would not have or be reasonably likely to have a Material Adverse Effect.
