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. (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. (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. (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.
(b) Each of the Affiliated Practices is maintaining historic and current staffing levels of physicians and other health care professionals, except such changes as are reasonably deemed necessary by the Company operating in the ordinary course of business. To the Seller’s Knowledge, as of the date hereof, all of the written employment agreements between each Affiliated Practice and its respective physicians and other health care professionals performing the same or similar services (“Affiliated Practices Employment Agreements”) are enforceable against each party to such Affiliated Practices Employment 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 Employment Agreement, is in material breach or material violation of, or default under, or has repudiated any material provision of, any Affiliated Practices Employment Agreement.
(c) (i) each of the Affiliated Practices is solvent, (ii) with respect to each obligation under a Contract of any Affiliated Practice in respect of which the Company has entered into a guarantee of the obligations of the Affiliated Practice or is otherwise responsible for the obligations of the Affiliated Practice, such Affiliated Practice is not in material breach of or default under, and has complied...
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. 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. 17 -------------------- 3.34 Additional Acquisitions..................................... 17 ----------------------- 3.35 Environmental............................................... 17 ------------- 3.36 Real Property............................................... 18 ------------- 3.37 Xxxxxxx Note................................................ 18 ------------ Section 4. Representations and Warranties of Purchaser................. 18 ------------------------------------------- 4.1 Corporate Existence: Good Standing.......................... 18 ---------------------------------- 4.2 Power and Authority......................................... 18 ------------------- 4.3 Financial Capacity.......................................... 18 ------------------ 4.4 No Untrue Representations................................... 18 -------------------------
Affiliated Practices. 2.01 Commitments
4.01 (1)(b) Certain Collateral Documents 4.01(1)(e) Local Counsel
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. Child & Family Psychological Services, PLLC, a Massachusetts professional limited liability company.
