Conduct of the City. Between the Execution Date and the Effective Time, the City agrees that, except as expressly contemplated by this Agreement, as required by any applicable Laws or to the extent that SEARHC shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed: (a) the City and the Hospital shall carry on the Business in the Ordinary Course of Business in all material respects, in substantially the same manner as heretofore conducted. The Parties acknowledge that the operations of the CAH Hospital shall cease at least two (2) days before the Effective Time; (b) other than as may be required by or in conformance with applicable Laws in order to permit or facilitate the consummation of the transactions contemplated hereby, neither the City nor the Hospital shall sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any of its material assets used solely in connection with the Business other than in the Ordinary Course of Business; (c) other than as required by an existing Contract as in effect on the date hereof and other than in the Ordinary Course of Business, neither the City nor the Hospital shall (i) increase the amount of cash compensation or severance pay of any officer performing services related to the Business, (ii) make any material increase in, or commitment to increase materially, any employee benefits for employees performing services related to the Business, (iii) adopt or make any commitment to adopt any material new Employee Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Employee Benefit Plan, or (iv) with respect to any employee performing services related to the Business, enter into or amend any employment agreement, increase the number of employees, replace open employee positions, or change the compensation or benefits of any current employee providing services with respect to the Business; (d) the City and the Hospital shall continue in full force and effect the existing insurance policies and coverage related to the Acquired Assets and the SCH Hospital Facility; (e) the City and the Hospital shall preserve and maintain all Licenses required to operate the Hospital or to own and use the assets related to the operation of the Business; (f) the City and the Hospital shall pay the Indebtedness, Taxes and other obligations of the Business when due; (g) neither the City nor the Hospital shall make or commit to make any unbudgeted capital expenditures in respect of the Business or the Hospital; (h) at least two (2) days prior to the Effective Date the City shall have (i) closed the doors of the CAH Hospital, (ii) surrendered its hospital and other associated Licenses, (iii) ceased the operation of the CAH Hospital (including both inpatient and outpatient services), (iv) discharged or transferred all of the CAH Hospital patients, and (v) notified all government agencies and third parties of the total discontinuance of the business of CAH by filing all necessary documents and notices, as shall be necessary or useful to voluntarily terminate the CAH Hospital’s business including but not limited to notices and documents pertaining to the CAH Hospital’s: i. Medicare and Medicaid provider agreements; ii. Hospital license; and iii. Medicare Certification (CCN) and NPI numbers. (i) without limiting the foregoing subsections (a) through (h), the City and the Hospital shall consult with SEARHC regarding all significant developments, transactions, and proposals related to the Hospital, the Business and the assets, employees and operations related thereto.
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Conduct of the City. Between the Execution Date and the Effective Time, the City agrees that, except as expressly contemplated by this Agreement, as required by any applicable Laws or to the extent that SEARHC shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
(a) the City and the Hospital shall carry on the Business in the Ordinary Course of Business in all material respects, in substantially the same manner as heretofore conducted. The Parties acknowledge that the operations of the CAH Hospital shall cease at least two (2) days before the Effective Time;
(b) other than as may be required by or in conformance with applicable Laws in order to permit or facilitate the consummation of the transactions contemplated hereby, neither the City nor the Hospital shall sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any of its material assets used solely in connection with the Business other than in the Ordinary Course of Business;
(c) other than as required by an existing Contract as in effect on the date hereof and other than in the Ordinary Course of Business, neither the City nor the Hospital shall (i) increase the amount of cash compensation or severance pay of any officer performing services related to the Business, (ii) make any material increase in, or commitment to increase materially, any employee benefits for employees performing services related to the Business, (iii) adopt or make any commitment to adopt any material new Employee Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Employee Benefit Plan, or (iv) with respect to any employee performing services related to the Business, enter into or amend any employment agreement, increase the number of employees, replace open employee positions, or change the compensation or benefits of any current employee providing services with respect to the Business;
(d) the City and the Hospital shall continue in full force and effect the existing insurance policies and coverage related to the Acquired Assets and the SCH Hospital Facility;
(e) the City and the Hospital shall preserve and maintain all Licenses required to operate the Hospital or to own and use the assets related to the operation of the Business;
(f) the City and the Hospital shall pay the Indebtedness, Taxes and other obligations of the Business when due;
(g) neither the City nor the Hospital shall make or commit to make any unbudgeted capital expenditures in respect of the Business or the Hospital;
(h) at least two (2) days prior to the Effective Date the City shall have (i) closed the doors of the CAH Hospital, (ii) surrendered its hospital and other associated Licenses, (iii) ceased the operation of the CAH Hospital (including both inpatient and outpatient services), (iv) discharged or transferred all of the CAH Hospital patients, and (v) notified all government agencies and third parties of the total discontinuance of the business of CAH by filing all necessary documents and notices, as shall be necessary or useful to voluntarily terminate the CAH Hospital’s business including but not limited to notices and documents pertaining to the CAH Hospital’s:
i. Medicare and Medicaid provider agreements;
ii. Hospital license; and
iii. Medicare Certification (CCN) and NPI numbers. Further, the City shall have timely filed all notices, effective as of the Effective Time, to terminate its Medicare and Medicaid provider agreements and the CCN and NPI numbers for the SNF and the HHA.
(i) without limiting the foregoing subsections (a) through (h), the City and the Hospital shall consult with SEARHC regarding all significant developments, transactions, and proposals related to the Hospital, the Business and the assets, employees and operations related thereto.
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Conduct of the City. Between the Execution Date and the Effective Time, the City agrees that, except as expressly contemplated by this Agreement, as required by any applicable Laws or to the extent that SEARHC shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
(a) the City and the Hospital shall carry on the Business in the Ordinary Course of Business in all material respects, in substantially the same manner as heretofore conducted. The Parties acknowledge that the operations of the CAH Hospital shall cease at least two (2) days before the Effective Time;
(b) other than as may be required by or in conformance with applicable Laws in order to permit or facilitate the consummation of the transactions contemplated hereby, neither the City nor the Hospital shall sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any of its material assets used solely in connection with the Business other than in the Ordinary Course of Business;
(c) other than as required by an existing Contract as in effect on the date hereof and other than in the Ordinary Course of Business, neither the City nor the Hospital shall (i) increase the amount of cash compensation or severance pay of any officer performing services related to the Business, (ii) make any material increase in, or commitment to increase materially, any employee benefits for employees performing services related to the Business, (iii) adopt or make any commitment to adopt any material new Employee Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Employee Benefit Plan, or (iv) with respect to any employee performing services related to the Business, enter into or amend any employment agreement, increase the number of employees, replace open employee positions, or change the compensation or benefits of any current employee providing services with respect to the Business;
(d) the City and the Hospital shall continue in full force and effect the existing insurance policies and coverage related to the Acquired Assets and the SCH Hospital Facility;
(e) the City and the Hospital shall preserve and maintain all Licenses required to operate the Hospital or to own and use the assets related to the operation of the Business;
(f) the City and the Hospital shall pay the Indebtedness, Taxes and other obligations of the Business when due;
(g) neither the City nor the Hospital shall make or commit to make any unbudgeted capital expenditures in respect of the Business or the Hospital;; and
(h) at least two (2) days prior to the Effective Date the City shall have (i) closed the doors of the CAH Hospital, (ii) surrendered its hospital and other associated Licenses, (iii) ceased the operation of the CAH Hospital (including both inpatient and outpatient services), (iv) discharged or transferred all of the CAH Hospital patients, and (v) notified all government agencies and third parties of the total discontinuance of the business of CAH by filing all necessary documents and notices, as shall be necessary or useful to voluntarily terminate the CAH Hospital’s business including but not limited to notices and documents pertaining to the CAH Hospital’s:
i. Medicare and Medicaid provider agreements;
ii. Hospital license; and
iii. Medicare Certification (CCN) and NPI numbers.
(i) without limiting the foregoing subsections (a) through (hg), the City and the Hospital shall consult with SEARHC regarding all significant developments, transactions, and proposals related to the Hospital, the Business and the assets, employees and operations related thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conduct of the City. Between the Execution Date and the Effective Time, the City agrees that, except as expressly contemplated by this Agreement, as required by any applicable Laws or to the extent that SEARHC shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
(a) the City and the Hospital shall carry on the Business in the Ordinary Course of Business in all material respects, in substantially the same manner as heretofore conducted. The Parties acknowledge that the operations of the CAH Hospital shall cease at least two (2) days before the Effective Time;
(b) other than as may be required by or in conformance with applicable Laws in order to permit or facilitate the consummation of the transactions contemplated hereby, neither the City nor the Hospital shall sell, encumber or otherwise dispose of, or agree to sell, encumber or otherwise dispose of, any of its material assets used solely in connection with the Business other than in the Ordinary Course of Business;
(c) other than as required by an existing Contract as in effect on the date hereof and other than in the Ordinary Course of Business, neither the City nor the Hospital shall (i) increase the amount of cash compensation or severance pay of any officer performing services related to the Business, (ii) make any material increase in, or commitment to increase materially, any employee benefits for employees performing services related to the Business, (iii) adopt or make any commitment to adopt any material new Employee Benefit Plan or make any material contribution, other than regularly scheduled contributions, to any Employee Benefit Plan, or (iv) with respect to any employee performing services related to the Business, enter into or amend any employment agreement, increase the number of employees, replace open employee positions, or change the compensation or benefits of any current employee providing services with respect to the Business;
(d) the City and the Hospital shall continue in full force and effect the existing insurance policies and coverage related to the Acquired Assets and the SCH Hospital Facility;
(e) the City and the Hospital shall preserve and maintain all Licenses required to operate the Hospital or to own and use the assets related to the operation of the Business;
(f) the City and the Hospital shall pay the Indebtedness, Taxes and other obligations of the Business when due;
(g) neither the City nor the Hospital shall make or commit to make any unbudgeted capital expenditures in respect of the Business or the Hospital;
(h) at least two (2) days prior to the Effective Date the City shall have (i) closed the doors of the CAH Hospital, (ii) surrendered its hospital and other associated Licenses, (iii) ceased the operation of the CAH Hospital (including both inpatient and outpatient services), (iv) discharged or transferred all of the CAH Hospital patients, and (v) notified all government agencies and third parties of the total discontinuance of the business of CAH by filing all necessary documents and notices, as shall be necessary or useful to voluntarily terminate the CAH Hospital’s business including but not limited to notices and documents pertaining to the CAH Hospital’s:
i. Medicare and Medicaid provider agreements;
ii. Hospital license; and
iii. Medicare Certification (CCN) and NPI numbers.
(i) without limiting the foregoing subsections (a) through (h), the City and the Hospital shall consult with SEARHC regarding all significant developments, transactions, and proposals related to the Hospital, the Business and the assets, employees and operations related thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement
