Consented Assignment and Permits Sample Clauses

Consented Assignment and Permits. Buyer shall be responsible for obtaining any and all consents to assign any Assumed Contract and any and all Permits and Approvals necessary or desirable in connection with the transactions contemplated hereby. However, if any such consent to assignment of an Assumed Contract is not obtained as of the Closing, such Assumed Contract will still be assigned to and assumed by Buyer under this Agreement effective as of the Effective Time. Further, at the request of Buyer, Seller will cooperate in any reasonable arrangement with Buyer designed to provide for Buyer the benefits and obligations under any such Assumed Contract, including enforcement of any and all rights of Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Consented Assignment and Permits. Buyer and Seller shall cooperate and use reasonable commercial efforts to obtain any and all (i) consents to assign any Assumed Contract and (ii) Permits and Approvals to be used by Buyer after Closing provided that obtaining such Permits and Approvals by Buyer shall not be a condition to Closing. Seller shall use reasonable commercial efforts to obtain any Approvals required to cease Hospital’s operations prior to the Effective Time. However, if any required consent to assignment of any Assumed Contract is not obtained prior to Closing, this Agreement shall not constitute an assignment or attempted assignment of any rights or obligations thereunder until such consent is obtained. With respect to any such Assumed Contract, until and unless such consent is obtained, Seller shall reasonably cooperate with Buyer, and Buyer shall reasonably cooperate with Seller, in any reasonable back-to-back arrangement in order to provide for Buyer the benefits intended to be assigned under such Assumed Contract (unless the third party thereto rightfully terminates or cancels such Assumed Contract), including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party to such Assumed Contract arising out of the breach by such third party or otherwise. If the consent, is obtained with respect to any such Assumed Contract following the Closing, Seller and Buyer shall enter into an assignment and assumption agreement pursuant to which all of Seller’s rights thereunder shall be transferred to Buyer and all obligations of Seller arising thereunder on or after the date of such assignment and assumption agreement shall be assumed by Buyer. Buyer shall be responsible for obtaining any and all Permits and Approvals necessary or desirable for Buyer to operate the Hospital as a second campus location under Kingman Hospital, Inc.’s existing acute care hospital license. Buyer shall be responsible for filing any applications or attestations and obtaining any and all Permits and Approvals necessary or desirable for Buyer to operate the Hospital as a separate hospital licensed under Arizona law and as a “provider based” location of Buyer pursuant to applicable Medicare statutes and regulations, provided that making such filings and obtaining such Permits and Approvals by Buyer shall not be a condition to Closing.

Consented Assignment and Permits. After Closing and upon request of Buyer, Seller shall use reasonable efforts to obtain, but shall not be responsible for obtaining, any consents or approvals from counterparties to Hospital Contracts and any and all Permits and Approvals necessary or desirable in connection with the transactions contemplated hereby. Further, at the request of Seller, Buyer will cooperate in any reasonable arrangement with Seller designed to provide for Buyer the benefits and obligations under any such Hospital Contract, including enforcement of any and all rights of Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

Consented Assignment and Permits. Buyer shall be responsible for obtaining any and all necessary consents or approvals from counterparties to Hospital Contracts and any and all Permits and Approvals necessary or desirable in connection with the transactions contemplated hereby. Further, at the request of Buyer, Seller will cooperate in any reasonable arrangement with Buyer designed to provide for Buyer the benefits and obligations under any such Hospital Contract, including enforcement of any and all rights of Seller against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.