Affiliated Practices Sample Clauses
The Affiliated Practices clause defines how the agreement applies to entities that are related to the primary parties, such as subsidiaries, parent companies, or commonly controlled organizations. Typically, this clause clarifies whether these affiliated entities are included in the rights and obligations set forth in the contract, and may specify the conditions under which affiliates can participate in or benefit from the agreement. Its core function is to ensure clarity regarding the scope of the contract, preventing disputes about whether affiliated organizations are covered or excluded.
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.
(b) If any Person acquired by a Note Party or a Consolidated APC in a Permitted Acquisition becomes a Consolidated APC or is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets to or is liquidated into any Consolidated APC or if any assets are purchased by or transferred to any Consolidated APC (other than as part of any Permitted Practice Subsidiary Restructuring), in each case, on or before the date on which financial statements are required to be delivered pursuant to Sections 5.01(a) or (b), as applicable, for the Fiscal Quarter in which such transaction occurs, such Note Party or the relevant APC Manager, as applicable, shall use commercially reasonable efforts to cause the relevant Consolidated APC (the “Relevant APC”) or the Person into which the relevant Consolidated APC is amalgamated, merged or consolidated or to which the Relevant APC transfers substantially all of its assets, to transfer to a Note Party substantially all of the assets of the Relevant APC (other than Accounts (as defined in the UCC), employment agreements, payor contracts, other assets which the Relevant APC must retain, in the reasonable judgment of the Issuer, to comply with any Requirement of Law and any other asset with respect to which the Issuer has determined in its reasonable business judgment that the cost, burden, difficulty or consequence (including any adverse tax consequence, any third party consent and any effect on the ability of the Issuer and/or any subsidiary and/or any Affiliated Practice to conduct their respective operations and business in the ordinary course) of transferring such assets outweighs or is excessive in light of, the practical benefit to the Secured Parties afforded thereby).
Affiliated Practices. 2.01 Commitments
4.01 (1)(b) Certain Collateral Documents 4.01(1)(e) Local Counsel
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.
(b) To the knowledge of OrthAlliance, each OrthAlliance Affiliated Orthodontist engages in orthodontic practice only for an OrthAlliance Affiliated Practice, has graduated from an accredited school of dentistry and orthodontic residency program, is fully accredited as, and has all necessary Governmental Licenses to practice as an orthodontist in each applicable state, and carries all professional malpractice insurance required under his or her respective OrthAlliance Affiliated Professional Employment Agreement and applicable OrthAlliance Service and Consulting Agreement.
(c) To the knowledge of OrthAlliance, each OrthAlliance Affiliated Pedodontist engages in a pedodontic practice only for an OrthAlliance Affiliated Practice, has graduated from an accredited school of dentistry and pedodontic residency program, is fully accredited as, and has all necessary Governmental Licenses to practice as a pedodontist in each applicable state, and carries all professional malpractice insurance required under his or her respective OrthAlliance Affiliated Professional Employment Agreement and applicable OrthAlliance Service and Consulting Agreement.
(d) To the knowledge of OrthAlliance, each OrthAlliance Affiliated Professional is able to fulfill his or her employment commitment to his or her applicable OrthAlliance Affiliated PC.
(e) To the knowledge of OrthAlliance: (i) each Governmental License required to be maintained by an OrthAlliance Affiliated PC or OrthAlliance Affiliated Professional is valid and in full force and effect and each OrthAlliance Affiliated PC or OrthAlliance Affiliated Professional is in compliance in all material respects with all of the terms and requirements thereof, (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental License maintained by any OrthAlliance Affi...
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. (a) Exhibit 3.33(a) lists the following:
(i) each entity with which Seller or any Seller Sub has entered into a management services agreement or similar agreement requiring Seller or any other entity to provide ophthalmological medical practice management or similar services including any such entity arising out of or related to any Additional Acquisition consummated by Seller on or before the Closing Date (each such entity is referred to herein as a "Practice" and collectively such entities are referred to herein as the "Practices");
(ii) each entity in which Seller or any of Seller's affiliates hold an interest, that provides ambulatory surgical services including any such entity arising out of or related to any Additional Acquisition consummated on or before the Closing Date (each such entity is referred to herein as an "ASC" and collectively such entities are referred to herein as the "ASC's"); and
(iii) with respect to each Practice and each ASC, the type of entity that comprises the Practice or ASC, its jurisdiction of organization or formation, all locations at which the Practice or ASC conducts business and the nature of its business (i.e., ophthalmology, optometry, ambulatory surgical center, optical shop, etc.).
(b) Each Practice and ASC is duly qualified and has all necessary licenses, permits, approvals, consents, qualifications, authorizations and accreditations of any governmental agency or authority, including but not limited to, any health care regulatory authority, and under all applicable laws or regulations as are required to own its assets and properties as now owned and to carry on its business as now conducted (the "Approvals"), and the continuation, validity and effectiveness of all the Approvals will not be adversely affected by the execution of this Agreement or the consummation of the transactions contemplated hereby.
Affiliated Practices. 2.01 Commitments
4.01 (1)(b) Certain Collateral Documents 4.01(1)(e) Local Counsel
5.12 Subsidiaries and Other Equity Investments 6.12(2) Post-Closing Matters
7.01 Existing Liens 7.02 Existing Indebtedness 7.05 Existing Investments
10.02 Administrative Agent's Office, Certain Addresses for Notices EXHIBITS A-1 Committed Loan Notice A-2 Swing Line Loan Notice B-1 Term Note B-2 Revolving Note B-3 Swing Line Note B-4 Delayed Draw Term Note C Compliance Certificate D-1 Assignment and Assumption D-2 Affiliated Lender Assignment and Assumption E Guaranty F Pledge and Security Agreement G-1 Equal Priority Intercreditor Agreement G-2 Junior Priority Intercreditor Agreement H-1 United States Tax Compliance Certificate (Foreign Non-Partnership Lenders) H-2 United States Tax Compliance Certificate (Foreign Partnership Lenders) H-3 United States Tax Compliance Certificate (Foreign Non-Partnership Participant) H-4 United States Tax Compliance Certificate (Foreign Partnership Participant) I Solvency Certificate J Discount Range Prepayment Notice K Discount Range Prepayment Offer L Solicited Discounted Prepayment Notice M Acceptance and Prepayment Notice N Specified Discount Prepayment Notice O Solicited Discount Prepayment Offer P Specified Discount Prepayment Response Q Intercompany Note R-1 Letter of Credit Report R-2 Swing Line Loan Report This CREDIT AGREEMENT is entered into as of May 4, 2022, by and among LifeStance Health Holdings, Inc., a Delaware corporation (the “Borrower”), Lynnwood Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), Capital One, National Association (“Capital One”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as revolver agent (in such capacity, including any successor thereto, the “Revolver Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as an Issuing Bank and a Swing Line Lender, Unitranche Loan Transaction II, LLC (“ULTra”) and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Affiliated Practices. The Corporation Disclosure Letter lists: --------------------
(a) Each entity with which the Corporation has entered into a management services agreement or similar agreement requiring the Corporation to provide medical practice management or similar services (each such entity is referred to herein as an "Affiliated Practice" and collectively such entities are referred to herein as the "Affiliated Practices"); and
(b) with respect to each Affiliated Practice, the type of entity that comprises the Affiliated Practice, its jurisdiction of organization or formation and all locations at which the Affiliated Practice conducts business.
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. (a) Section 4.21(a) of the Company Disclosure Letter sets forth a true and complete list of each Affiliated Practice, including its name and jurisdiction of organization or formation. To the Knowledge of the Company and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Affiliated Practice, (A) is a corporation or other legal entity duly organized or formed, validly existing and in good standing (or the equivalent thereof, where such concept is recognized) under the laws of its state of formation, organization or incorporation, as applicable, and (B) has all requisite corporate or other entity power and authority to own, lease and operate its material properties and to carry on its business as it is now being conducted.
(b) To the Knowledge of the Company and except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Affiliated Professional has all required Healthcare Permits necessary to perform the functions that he or she currently performs for an Affiliated Practice or Acquired Company, as applicable and for such Acquired Company or Affiliated Practice to obtain reimbursement from third-party payors and related fiscal intermediaries with respect to the services provided by such Affiliated Professional on behalf of such Affiliated Practice or Acquired Company.
(c) Section 4.21(c) of the Company Disclosure Letter sets forth a true and complete list of each professional employer organization (PEO).
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.