Conduct of Business and Compliance with Laws. The Borrower covenants and agrees that it or the Property Related Persons will (i) materially comply with all Governmental Requirements, including, without limitation, the Occupational Safety and Health Act of 1970, regulations issued under the Omnibus Budget Reconciliation Act of 1987, any Governmental Requirement relating to “informed consents” and rights of residents, qualifications of staff, staffing requirements and delivery of services in a manner sufficient to protect the health and safety of residents, (ii) maintain in full force and effect all Licenses necessary to the ownership and/or operation of the Property, including, without limitation, the license to operate the Property, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other “controlled substances” and, to the extent offered by the Borrower, the maintenance of cafeteria and other food and beverage facilities or services, (iii) maintain or cause to be maintained the standard of care for the residents of the Property at all times at a level necessary to ensure a level of quality care and services for the residents of the Property no less than prudent industry standard for a Facility, (iv) maintain or cause to be maintained a standard of care in the storage, use, transportation and disposal of all medical equipment, medical supplies, medical products and medical waste, of any kind and in any form, that is in accordance with, at least, that of the prudent industry standard and in conformity with all Governmental Requirements, (v) operate or cause to be operated the Property in a prudent manner in material compliance with Governmental Requirements relating thereto and cause all Licenses, permits, and any other agreements necessary for the use and operation of the Property remain in effect, (vi) correct or cause to be corrected any deficiency set forth in any Agency statement of deficiencies, the curing of which is a condition of continued licensure or for accreditation of the Property, (vii) maintain or cause to be maintained sufficient inventory and equipment of types and quantities at the Property to enable the Property Related Persons to operate the Property adequately, as a Facility and in a manner which will enable the Borrower to comply with the provisions of the Loan Documents, and (viii) maintain or cause to be maintained all deposits, including, without limitation, deposits relating to residents or Resident Agre...
Conduct of Business and Compliance with Laws. Do or cause to be done all things necessary to obtain, enter into, preserve and to keep in full force and effect its material rights and its trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each Facility as an adult assisted living facility (or independent living facility, as applicable) as contemplated by the Borrowers, engage in and continue to engage substantially only in the business of owning and operating an adult assisted living facility (or independent living facility, as applicable) and related services in compliance with all applicable laws of the state in which the applicable Facility is located or any other Governmental Authority having jurisdiction over such Facility, and comply with all applicable Laws, including, without limitation, regulations issued under the Omnibus Budget Reconciliation Act of 1987 (OBRA'87) (Pub.X.Xx. 000-203), as amended, and observe the valid requirements of Governmental Authorities, and perform the terms of all Participation Agreements to which it is a party, the noncompliance with or the nonobservance of which might materially interfere with the performance of its Obligations or the proper or prudent conduct of its business or the applicable Property. In addition, the Borrowers covenant and agree that they will:
(a) obtain and maintain in full force and effect all Licenses necessary to the acquisition and/or ownership and/or operation of each Facility including, without limitation, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other "controlled substances" and, to the extent offered by the Borrowers, the maintenance of cafeteria and other food and beverage facilities or services;
(b) administer, maintain and operate (or will cause to be administered, maintained and operated) each Facility as a revenue-producing assisted living facility (or independent living facility, as applicable);
(c) to the extent the Borrowers participate in any such programs, maintain and operate each Facility to meet the standards and requirements and to provide healthcare of such quality and in such manner as would enable the Borrowers to participate in, and provide services in connection with, recognized medical and healthcare insurance programs;
(d) obtain, maintain and comply with all conditions for the continuance of, all Licenses, including withou...
Conduct of Business and Compliance with Laws. The Borrower shall (i) do or cause to be done all things necessary to obtain, enter into, preserve and keep in full force and effect its existence and material rights and, if appropriate, construction permits and all material Licenses and Operating Agreements and Management Contracts
Conduct of Business and Compliance with Laws. Do or cause to be done all things necessary to obtain, enter into, preserve and to keep in full force and effect its material rights and its trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each Facility as an adult assisted living facility (or independent living facility, as applicable), engage in and continue to engage substantially only in the business of owning and operating an adult assisted living facility (or independent living facility, as applicable) and related services in compliance with all applicable laws of the state in which the applicable Facility is located or any other Governmental Authority having jurisdiction over such Facility, and comply with all applicable Laws, including, without limitation, regulations issued under the Omnibus Budget Reconciliation Act of 1987 (OBRA'87) (Pub.X.Xx. 000-203), as amended, and observe the valid requirements of Governmental Authorities, and perform the terms of all Participation Agreements to which it is a party, the noncompliance with or the nonobservance of which might materially interfere with the performance of its Obligations or the proper or prudent conduct of its business or the applicable Property. In addition, each of the Borrowers covenants and agrees that it will:
(a) obtain and maintain in full force and effect all Licenses necessary to the acquisition and/or ownership and/or operation of each Facility including, without limitation, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other "controlled substances" and, to the extent offered, the maintenance of cafeteria and other food and beverage facilities or services;
(b) administer, maintain and operate (or will cause to be administered, maintained and operated) each Facility as a revenue-producing assisted living facility (or independent living facility, as applicable);
(c) to the extent the Borrowers participates in any such programs, maintain and operate each Facility to meet the standards and requirements and to provide healthcare of such quality and in such manner as would enable the Borrower to participate in, and provide services in connection with, recognized medical and healthcare insurance programs;
(d) obtain, maintain and comply with all conditions for the continuance of, all Licenses, including without limitation, Licenses which may at any ti...
Conduct of Business and Compliance with Laws. Do or cause to be done all things necessary to obtain, enter into, preserve and to keep in full force and effect its material rights and its trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each Facility as an adult assisted living facility (or independent living facility, as applicable) as contemplated by the Borrowers, engage in and continue to engage substantially only in the business of owning and operating an adult assisted living facility (or independent living facility, as applicable) and related services in compliance with all applicable laws of the state in which the applicable Facility is located or any other Governmental Authority having jurisdiction over such Facility, and comply with all applicable Laws, including, without limitation, regulations issued under the Omnibus Budget Reconciliation Act of 1987 (OBRA'87) (Pub.X.Xx. 000-203), as amended, and observe the valid requirements of Governmental Authorities, and perform the terms of all Participation Agreements to which it is a party, the noncompliance with or the nonobservance of which might materially interfere with the performance of its Obligations or the proper or prudent conduct of its business or the applicable Property. In addition, the Borrowers covenant and agree that they will:
(a) obtain and maintain in full force and effect all Licenses necessary to the acquisition and/or ownership and/or operation of each Facility including, without limitation, Licenses and other approvals related to the storage, dispensation, use, prescription and disposal of drugs, medications and other "controlled substances" and, to the extent offered by the Borrowers, the maintenance of cafeteria and other food and beverage facilities or services;
(b) administer, maintain and operate (or will cause to be administered, maintained and operated) each Facility as a revenue-producing assisted living facility (or independent living facility, as applicable);
(c) to the extent the Borrowers participate in any such programs, maintain and operate each Facility to meet the standards and requirements and to provide healthcare of such quality and in such manner as would enable the Borrowers to participate in, and provide services in connection with, recognized medical and healthcare insurance programs;
(d) obtain, maintain and comply with all conditions for the continuance of, all Licenses, including withou...
Conduct of Business and Compliance with Laws. 5.1 The Seller and all of its respective directors, officers, executives and employees (during the course of their duties in relation the Assets) have conducted the Specified Business in full compliance in all material respects with all applicable legislation (including regulations, statutory instruments, bye-laws, local and central government orders, notices and decisions).
Conduct of Business and Compliance with Laws. Do or cause to be done all things necessary to obtain, enter into, preserve and to keep in full force and effect its material rights and its trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each Facility as an adult assisted living facility (or independent living facility, as applicable) as contemplated by the Borrowers, engage in and continue to engage substantially only in the business of owning and operating an adult assisted living facility (or independent living facility, as applicable) and related services in compliance with all applicable laws of the state in which the applicable Facility is located or any other Governmental Authority having jurisdiction over such Facility, and comply with all applicable Laws, including, without limitation, regulations issued under the Omnibus Budget Reconciliation Act of 1987 (OBRA'87) (Pub.X.Xx. 000-203), as amended, and observe the valid requirements of
Conduct of Business and Compliance with Laws. 6.1.1 Each Relevant Company is duly qualified to carry on its business in all jurisdictions in which it presently carries on its business.
6.1.2 Each Relevant Company has at all times complied with- and conducted its business in accordance with its articles of association and all applicable Law and legal requirements.
6.1.3 No Relevant Company has sold or provided any product or service which does not comply with all applicable Law.
6.1.4 Each Relevant Company has at all times complied with all anti-bribery and corruption Law, anti-money laundering Law, and anti-terrorism and sanctions Law. No Group Company has received at any time any claim, notice or communication alleging any violation of any anti-bribery and corruption Law, anti-money laundering Law, or anti-terrorism or sanctions Law, and, as far as the Warrantor is aware, there are no circumstances that could result in any such claim, notice or communication.
6.1.5 None of any Relevant Company's directors, officers, managers, or owners is a Government Official.
Conduct of Business and Compliance with Laws. Each Borrower shall, --------------------------------------------- and shall cause each of its Subsidiaries to, engage only in the businesses in which such Borrower or Consolidated Subsidiary is engaged on the date hereof, except for other businesses that are ancillary, incidental or necessary to its ongoing business as presently conducted. Each Borrower shall, and shall cause each of its Subsidiaries to, conduct its business in compliance in all material respects with all Applicable Law, including without limitation, ERISA, and all its Contractual Obligations and in such a way so that it will not be in breach of any of its representations and warranties contained in Section 4.10.
Conduct of Business and Compliance with Laws. Do or cause to be done all things necessary to obtain, enter into, preserve and to keep in full force and effect its material rights and its trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each Facility as an adult assisted living facility (or independent living facility, as applicable) as contemplated by the Borrower, (b) engage in and continue to engage substantially only in the business of owning and operating an adult assisted living facility (or independent living facility, as applicable) and related services in compliance with all applicable laws of the state in which the applicable Facility is located or any other Governmental Authority having jurisdiction over such Facility, and (c) comply with all applicable Laws, including, without limitation, regulations issued under the Omnibus Budget Reconciliation Act of 1987 (OBRA'87) (Pub.X.Xx. 000-203), as amended, and observe the valid requirements of Governmental Authorities, and perform the terms of all Participation Agreements to which it is a party, the noncompliance with or the nonobservance of which might materially interfere with the performance of its Obligations or the proper or prudent conduct of its business or the applicable Property. In addition, the Borrower covenants and agrees that it will:
