Common use of Approvals; Consents Clause in Contracts

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;

Appears in 6 contracts

Samples: Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp)

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Approvals; Consents. Use Purchaser shall use its reasonable commercial best efforts to obtain in writing as promptly as possible any approvals and consents as required to be obtained by Seller Purchaser in order to effectuate the transactions contemplated hereby and deliver to Purchaser Seller copies of such approvals and consents. Accordingly, Seller shall cooperate with Purchaser's efforts Purchaser take all reasonable action to obtain the necessary licenses to operate the Facility Facilities y from the appropriate Accreditation Bodiese Department of Health and Social Services, Division of Aging, 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 : providing notice to each Accreditation Body and Third Party Payor as required by any Legal Requirement of the pending change of ownership of the FacilityFacilities; and (iii) provide and providing such other notices as required by all Legal Requirements including, if required, (i) notices to Seller's residents/patients of the Facility Facilities' residents and (ii) notices to referral and human service agencies (as that term is defined by the Department of Welfare)agencies. Prior to sending the notices, Seller Purchaser shall provide copies to Purchaser Seller for review and approval, which approval shall not be unreasonably withheld;; but not including making or paying for any repairs or alterations to the Facilities unless agreed in writing pursuant to Section 13.5 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

Approvals; Consents. Use its reasonable commercial best 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 Public Welfare, Division of HealthPersonal Care Homes. Upon execution and delivery of this Agreement, Seller shall promptlyshall: (i) promptly provide Purchaser with copies of all current Permits; (ii) notify assist Purchaser in notifying each applicable Accreditation Body and Third Party Payor as required by any Legal Requirement of the pending change of ownership of the Facility; and (iii) provide to Purchaser all information necessary for Purchaser to prepare such other notices as required by all Legal Requirements including, if required, (i) notices to Sellerthe Facility's residents/patients of the Facility residents and (ii) notices to referral or human service agencies (as that term is defined by the Department of Welfare)agencies. Prior to sending the notices, Seller shall provide copies sign said notices and cooperate with Purchaser to Purchaser for review and approval, which approval shall not be unreasonably withheld;comply with all Legal Requirements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

Approvals; Consents. Use its reasonable commercial best 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 allow the Purchaser to continue to operate the Business from and after the Closing Date, 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 Health and the Department Family Services, Division of HealthAging. 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 FacilityFacilities; 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 Facilities" residents and (ii) notices to referral or human service agencies (as that term is defined by the Department of Welfare)agencies. Prior to sending the notices, Seller shall provide copies to Purchaser for review and approval, which approval shall not be unreasonably withheld;

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

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 HealthHuman Resources. Upon execution and delivery of this Agreement, Seller shall promptly: (i) provide Purchaser with copies of all PermitsPermits and, with respect to the Facility's administrator, a copy of his or her license and record of continuing education credits; (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, including (iA) notices to Seller's residents/patients residents of the Facility and (iiB) notices to human service agencies (as that term is defined by the Department appropriate county department of Welfare)social services. Prior to sending the notices, Seller shall provide copies to Purchaser for review and approval, which approval shall not be unreasonably withheld;

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

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Approvals; Consents. Use its commercially reasonable commercial best efforts to obtain in writing as promptly as possible but no later than the Closing Date (except for the consent conditions for the Home Health and Hospice Assets as set forth in Section 3.1.3 above) any approvals and consents as required to be obtained by Seller in order to effectuate the transactions contemplated hereby including, without limitation, consents to the assignment of the leases of the Facility Leases of the Leased Facilities 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 Facilities from the appropriate Governmental Authorities and Accreditation Bodies, including, without limitation, the Department of Welfare Health and the Department of HealthSocial Services. Upon execution and delivery of this Agreement, Seller shall promptly: (i) provide Purchaser with copies of all Permits; (ii) notify each Accreditation Body Body, Governmental Authority, and Third Party Payor as required by any Legal Requirement of the pending change of ownership of the FacilityFacilities; andand 32 (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)Facilities. Prior to sending the notices, Seller shall provide copies to Purchaser for review and approval, which approval shall not be unreasonably withheld;, delayed, or conditioned.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

Approvals; Consents. Use its reasonable commercial best 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 Facilities from the appropriate Accreditation Bodies, including, without limitation, the Department of Welfare and the Department Public Welfare, Division of HealthPersonal Care Homes. Upon execution and delivery of this Agreement, Seller shall promptlyshall: (i) promptly provide Purchaser with copies of all Permits; (ii) notify assist Purchaser in notifying each applicable Accreditation Body and Third Party Payor as required by any Legal Requirement of the pending change of ownership of the FacilityFacilities; and (iii) provide to Purchaser all information necessary for Purchaser to prepare such other notices as required by all Legal Requirements including, if required, (i) notices to Seller's residents/patients of the Facility Facilities' residents and (ii) notices to referral or human service agencies (as that term is defined by the Department of Welfare)agencies. Prior to sending the notices, Seller shall provide copies sign said notices and cooperate with Purchaser to Purchaser for review and approval, which approval shall not be unreasonably withheld;comply with all Legal Requirements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Balanced Care Corp)

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