Covenants of Sponsor. The Sponsor shall:
Covenants of Sponsor. Sponsor covenants and agrees with ICANN as follows:
Covenants of Sponsor. Sponsor covenants and agrees that:
(a) Sponsor shall operate The Knolls at Goshen in accordance with prudent business policies. Under New York law, continuing care retirement communities are required to maintain liquid assets supporting reserve funds once the community becomes operational.
(b) It is and shall be the declared intent and policy of Sponsor to operate as a not-for-profit corporation and not to terminate the residency of Resident solely by reason of the financial inability of Resident to pay the total Monthly Fee. When Resident establishes facts to justify the need for financial assistance, Sponsor shall advance funds to help Resident pay his or her Monthly Fee. Such advances, plus interest at the prime rate of M&T Bank, shall be charged against the refundable portion of Resident’s Entrance Fee. In the case where such advances exceed the amount of Resident’s Entrance Fee Refund, as determined in accordance with Section V, Sponsor (i) may waive some or all of the Resident’s Monthly Fee; provided, however, that Resident has not willfully mismanaged assets needed to pay his or her Monthly Fee and (ii) have a right to recover such advanced funds from any other sources of recovery that Resident may have arising out of or related in any way to Resident’s Residency Agreement.
(c) If a married couple becomes unable to continue full payment of the monthly care fees and one member of the couple is admitted to a skilled nursing facility, any expenditure of the refundable portion of the entrance fee held by Sponsor must consider the required allocation of resources available to the community spouse under Medicaid’s spousal impoverishment budgeting before determining the amount of resources that the institutionalized resident must spend on his/her own care prior to application for Medicaid coverage of long-term care services (including skilled nursing facility services). The term “community spouse” refers to the non- institutionalized spouse residing in independent living, enriched housing or other community setting. Resident covenants and agrees:
Covenants of Sponsor. (a) Sponsor hereby irrevocably and unconditionally covenants, undertakes and agrees, from time to time, until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement in accordance with Section 3.1 hereof:
(i) to cause to be counted as present for purposes of establishing quorum, all the SPAC Sponsor Shares held by Sponsor, at any meeting of any of the SPAC Stockholders at which Sponsor is entitled to vote, including the SPAC Stockholders Meeting, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Transactions is sought, or in any action by written consent of all or any of the SPAC Stockholders (which written consent shall be delivered promptly, and in any event within twenty four (24) hours, after SPAC requests such delivery), and to vote or cause to be voted (in person, by proxy, by action by written consent, as applicable, or as otherwise may be required under the Governing Documents of SPAC) all the SPAC Sponsor Shares held by Sponsor, in favor of (i) the approval, consent, ratification and adoption of the Transaction Proposals and the Transactions, (ii) any proposal to adjourn or postpone the SPAC Stockholders Meeting to a later date if there are not sufficient votes for approval, consent, ratification and adoption of the Transaction Proposals and the Transactions; and (iii) all other matters or resolutions that could be expected to facilitate the Transactions;
(ii) to cause to be counted as present for purposes of establishing quorum all the SPAC Sponsor Shares held by Sponsor, at any meeting of the SPAC Stockholders at which Sponsor is entitled to vote, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval, with respect to matters contemplated by clause (A), clause (B) or clause (C) of this Section 1.1(a)(ii), is sought, or in any action by written consent of all or any of SPAC Stockholders, and to vote or cause to be voted (in person, by proxy or by action by written consent (which written consent shall be delivered promptly, and in any event within twenty four (24) hours, after SPAC requests such delivery)), as applicable, or as otherwise may be required under the Governing Documents of the SPAC) all the SPAC Sponsor Shares held by Sponsor, in opposition to: (A) any SPAC Acquisition Proposal; (B) any proposed action by SPAC, any SPAC Stockholder or other Person which would reasonably be regarded as b...
Covenants of Sponsor. From and after the date hereof through the Closing, Sponsor hereby agrees that it has and will maintain at all times (i) cash or cash equivalents, (ii) available cash from borrowings under debt commitments or credit facilities that are in full force and effect and (iii) freely tradable marketable securities, in the case of each of clauses (i), (ii) and (iii), free and clear of any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, in an aggregate amount equal to or greater than the maximum Commitment. Sponsor hereby represents and agrees that there are no conditions precedent to the availability of any such funding sources for Sponsor to fulfill its obligations under the Commitment.
Covenants of Sponsor. Until the termination of this Agreement in accordance with Section 2, Sponsor agrees as follows:
Covenants of Sponsor. The Sponsor covenants and agrees with the Administrative Agent, for the benefit of the Secured Parties, that from and after the date hereof and so long as this Sponsor Agreement shall remain in effect:
Covenants of Sponsor. Sponsor covenants and agrees that:
(a) Sponsor shall operate The Overlook in accordance with all applicable Commonwealth of Massachusetts and federal laws and regulations relating to continuing care communities.
(b) It is the intent of Sponsor to operate as a not-for-profit corporation and not to terminate the residency of Resident solely by reason of the financial inability of Resident to pay the total Monthly Fee. When Resident establishes facts to justify the need for financial assistance as determined by Sponsor in its reasonable judgment, Sponsor shall advance funds to help Resident pay his or her Monthly Fee. Such advances, plus interest at the prime rate noted in the Wall Street Journal, shall be charged against the refundable portion of Resident’s Entrance Fee. In the case where such advances exceed the amount of the refundable portion of Resident’s Entrance Fee, as determined in accordance with Section V, Sponsor may waive some or all of the Resident’s Monthly Fee subject to such conditions as Sponsor may determine; provided, however, that Resident has not intentionally depleted assets needed to pay his or her Monthly Fee.
(c) Sponsor shall provide annually to Resident a financial and organizational disclosure statement (the “Disclosure Statement”) relating to The Overlook. Sponsor will make available to Resident, upon request, any certified financial statements of The Overlook.
Covenants of Sponsor. SponsorRegistry Operator. Registry Operator covenants and agrees with ICANN as follows:
Covenants of Sponsor. TO TAKE CERTAIN ACTIONS WITH RESPECT TO THE
