Approvals; Consents. Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.
Approvals; Consents. Except as set forth on Schedule 2.14 attached hereto, no approval, consent, authorization or exemption from or filing with any person or entity not a party to this Agreement is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby. All of the approvals, consents and authorizations listed on Schedule 2.14 shall be obtained by Seller at or prior to the Closing in accordance with Section 4.4 hereof.
Approvals; Consents. Use its reasonable commercial efforts to obtain in writing as promptly as possible any approvals and consents as required to be obtained by Seller in order to effectuate the transactions contemplated hereby and deliver to Purchaser copies of such approvals and consents. Accordingly, Seller shall cooperate with Purchaser's efforts to obtain the necessary licenses to operate the Facility from the appropriate Accreditation Bodies, including, without limitation, the Department of Welfare and the Department of Health. Upon execution and delivery of this Agreement, Seller shall promptly:
(i) provide Purchaser with copies of all Permits;
(ii) notify each Accreditation Body and Third Party Payor as required by any Legal Requirement of the pending change of ownership of the Facility; and
(iii) provide such other notices as required by all Legal Requirements including, if required, (i) notices to Seller's residents/patients of the Facility and (ii) notices to human service agencies (as that term is defined by the Department of Welfare). Prior to sending the notices, Seller shall provide copies to Purchaser for review and approval, which approval shall not be unreasonably withheld;
Approvals; Consents. Use its best efforts to obtain in writing as promptly as possible any approvals and consents as required to be obtained by Purchaser in order to effectuate the transactions contemplated hereby and deliver to Purchaser copies of such approvals and consents. Accordingly, Purchaser take all reasonable action to obtain the necessary licenses to operate the Facility from the Department of Welfare and the Department of Health, as applicable, including:
(i) notify each Accreditation Body and Third Party Payor as required by any Legal Requirement of the pending change of ownership of the Facility; and
(ii) provide such other notices as required by all Legal Requirements including (i) notices to Seller's residents/patients of the Facility and (ii) notices to human service agencies (as that term is defined by the Department of Welfare). Prior to sending the notices, Purchaser shall provide copies to Seller for review and approval, which approval shall not be unreasonably withheld.
Approvals; Consents. All consents, permits, approvals, licenses or orders from any governmental or regulatory body or other third party required to be obtained by Sellers for the consummation of the transactions contemplated by this Agreement shall have been obtained except where failure to obtain such consents, permits, approvals, licenses or orders would not have a material adverse effect (whether or not such effect is referred to or described in any Schedule) on the business, prospects, financial conditions, assets, reserves or operations of the Company taken as a whole.
Approvals; Consents. No approval, consent, exemption or other action by, or notice to or filing with, any Governmental Authority is necessary in connection with the execution, delivery, performance or enforcement of this Agreement or the Loan Documents. All requisite Governmental Authorities and third parties have approved or consented to the transactions contemplated by this Agreement and Loan Documents, and all applicable waiting periods have expired and there is no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the transactions contemplated by this Agreement and Loan Documents.
Approvals; Consents. Subject to any express provision of this Agreement, where any approval, consent, determination or waiver is required from or to be made by a party:
(a) that approval, consent, determination or waiver must be obtained in writing; and
(b) a party may:
(i) grant or refuse that approval or consent, make that determination or waiver, in the party’s absolute discretion, without giving any reason for that grant or refusal or making; and
(ii) grant that approval or consent, or make that determination or waiver, subject to any conditions that the party may impose.
Approvals; Consents. Seller has, and on the Closing Date will have, the right, power and authority to enter into this Agreement and to sell, transfer and deliver the Purchased Assets and to perform all undertakings and obligations hereunder. No approval, authorization, consent, order or other action of, or filing with, any third party, including without limitation, any public, governmental, administrative or regulatory authority, agency or body (collectively, “consents”), is required in connection with the execution, delivery and/or performance of this Agreement by Seller or the consummation of the transactions contemplated hereby.
Approvals; Consents. No approval, consent, exemption or other action by, or notice to or filing with, any Governmental Authority is necessary in connection with the execution, delivery, performance or enforcement of this Agreement or the Loan Documents. All requisite Governmental Authorities and third parties have approved or consented to the transactions contemplated by this Agreement and the Loan Documents to the extent the failure to obtain such approval or consent would reasonably be likely to have a Material Adverse Effect, and all applicable waiting periods have expired and there is no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the transactions contemplated by this Agreement and/or the Loan Documents.
Approvals; Consents. Except as set forth on Schedule 2.14 attached hereto, no approval, consent, authorization or exemption from or filing with any person or entity not a party to this Agreement is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Transaction Documents or the consummation of the transactions contemplated hereby and thereby.
