Common use of Conduct of Business and Compliance with Laws Clause in 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) 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 without limitation, Licenses which may at any time be required by the state in which the applicable Facility is located or other appropriate governmental entity, necessary or desirable for the operation of each Facility as an adult assisted living facility (or independent living facility, as applicable); and (e) to the extent the Borrowers presently participate or in the future will participate in such programs, obtain, maintain and comply with all conditions for the continuance 58 65 of certification from each applicable Governmental Authority that the Borrowers meet all conditions for participation in the Medicare and Medicaid programs.

Conduct of Business and Compliance with Laws. Do Borrower shall: (a) 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 any trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each the Facility as an adult assisted living facility (or independent living facility, as applicable) as contemplated by the Borrowers, engage in Borrower and continue to engage substantially only in the business of owning and operating an adult assisted living facility (or independent living facility, as applicableb) 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'87OBRA’87) (PubXxx.X.Xx. 000100-203), 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 non-compliance with or the nonobservance non-observance 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:. (ab) at such time as required by the District of Columbia obtain and maintain in full force and effect all Licenses necessary to the acquisition and/or ownership and/or operation of each the 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 BorrowersBorrower, the maintenance of cafeteria and other food and beverage facilities or services; (bc) administer, maintain and operate (or will cause to be administered, maintained and operated) each the Facility as a revenue-producing assisted living facility (or independent living facility, as applicable); (cd) to the extent the Borrowers participate Borrower participates in any such programs, maintain and operate each the Facility to meet the standards and requirements and to provide healthcare of such quality and in such manner as would enable the Borrowers Borrower to participate in, and provide services in connection with, recognized medical and healthcare insurance programs; (de) at such time as required by the District of Columbia, obtain, maintain and comply with all conditions for the continuance of, all Licenses, including without limitation, Licenses which may at any time be required by the state in which the applicable Facility is located District of Columbia or other appropriate governmental entity, necessary or desirable for the operation of each the Facility as an adult assisted living facility (or independent living facility, as applicable); and (ef) to the extent the Borrowers Borrower presently participate participates or in the future will participate in such programs, obtain, maintain and comply with all conditions for the continuance 58 65 of certification from each applicable Governmental Authority that the Borrowers Borrower meet all conditions for participation in the Medicare and Medicaid programs.

Conduct of Business and Compliance with Laws. (a) 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 any trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each the Facility as an adult assisted living facility (or independent living facility, as applicable) as contemplated by the BorrowersBorrower, (b) with respect to Borrower only, 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 Commonwealth of Virginia or any other Governmental Authority having jurisdiction over such Facilitythe 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. 000No. 100-203), 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 non-compliance with or the nonobservance non-observance 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 Borrower covenants and agree agrees that they it will: (ai) obtain and maintain in full force and effect all Licenses necessary to the acquisition and/or ownership and/or operation of each the 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 BorrowersBorrower, the maintenance of cafeteria and other food and beverage facilities or services; (bii) administer, maintain and operate (or will cause to be administered, maintained and operated) each the Facility as a revenue-producing assisted living facility (or independent living facility, as applicable); (ciii) to the extent the Borrowers participate Borrower participates in any such programs, maintain and operate each the Facility to meet the standards and requirements and to provide healthcare of such quality and in such manner as 23 would enable the Borrowers Borrower to participate in, and provide services in connection with, recognized medical and healthcare insurance programs; (div) obtain, maintain and comply with all conditions for the continuance of, all Licenses, including without limitation, Licenses which may at any time be required by the state in which the applicable Facility is located Commonwealth of Virginia or other appropriate governmental entity, necessary or desirable for the operation of each the Facility as an adult assisted living facility (or independent living facility, as applicable); and (ev) to the extent the Borrowers Borrower presently participate participates or in the future will participate in such programs, obtain, maintain and comply with all conditions for the continuance 58 65 of certification from each applicable Governmental Authority that the Borrowers Borrower meet all conditions for participation in the Medicare and Medicaid programs.

Conduct of Business and Compliance with Laws. Do Borrower shall: (a) 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 any trade names, patents, trademarks and Licenses, Participation Agreements, and Operating Agreements and Management Contracts which are necessary for the operation of each the Facility as an adult assisted living facility (or independent living facility, as applicable) as contemplated by the Borrowers, engage in Borrower and continue to engage substantially only in the business of owning and operating an adult assisted living facility (or independent living facility, as applicableb) 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'87OBRA’87) (PubXxx.X.Xx. 000100-203), 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 non- compliance with or the nonobservance non-observance 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:. (ab) at such time as required by the District of Columbia, obtain and maintain in full force and effect all Licenses necessary to the acquisition and/or ownership and/or operation of each the 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 BorrowersBorrower, the maintenance of cafeteria and other food and beverage facilities or services; (bc) administer, maintain and operate (or will cause to be administered, maintained and operated) each the Facility as a revenue-producing assisted living facility (or independent living facility, as applicable); (cd) to the extent the Borrowers participate Borrower participates in any such programs, maintain and operate each the Facility to meet the standards and requirements and to provide healthcare of such quality and in such manner as would enable the Borrowers Borrower to participate in, and provide services in connection with, recognized medical and healthcare insurance programs; (de) at such time as required by the District of Columbia, obtain, maintain and comply with all conditions for the continuance of, all Licenses, including without limitation, Licenses which may at any time be required by the state in which the applicable Facility is located District of Columbia or other appropriate governmental entity, necessary or desirable for the operation of each the Facility as an adult assisted living facility (or independent living facility, as applicable); and (ef) to the extent the Borrowers Borrower presently participate participates or in the future will participate in such programs, obtain, maintain and comply with all conditions for the continuance 58 65 of certification from each applicable Governmental Authority that the Borrowers Borrower meet all conditions for participation in the Medicare and Medicaid programs.