Definitive Documents. Definitive Transaction Documents necessary to consummate the transfer of the Transferred Assets as contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and such Transaction Documents shall be reasonably satisfactory to NEW OPERATORS. All Transaction Documents, to the extent applicable to the Facilities, shall have been executed by the parties thereto on or prior to the Closing Date for the Facilities, shall not have been modified, shall be in effect and the consummation of the transfer of the Transferred Assets as contemplated by Section 2.01 hereof shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents relating to such transfer shall have been satisfied or effectively waived. All corporate and other proceedings to be taken in connection with the transfer of the Transferred Assets as contemplated by Section 2.01 hereof by OWNERS and/or its Affiliates shall have been completed in form and substance reasonably satisfactory to NEW OPERATORS, and NEW OPERATORS shall have received all such counterpart originals or certified or other copies of such documents.
Appears in 2 contracts
Samples: Operations Transfer Agreement (Diversicare Healthcare Services, Inc.), Operations Transfer Agreement (Diversicare Healthcare Services, Inc.)
Definitive Documents. Definitive Transaction Documents necessary to consummate the transfer of the Transferred Assets as contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and such Transaction Documents shall be reasonably satisfactory to NEW OPERATORSOWNERS. All Transaction Documents, to the extent applicable to the Facilities, shall have been executed by the parties thereto on or prior to the Closing Date for the FacilitiesDate, shall not have been modified, shall be in effect and the consummation of the transfer of the Transferred Assets as contemplated by Section 2.01 hereof shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents relating to such transfer shall have been satisfied or effectively waived. All corporate and other proceedings to be taken in connection with the transfer of the Transferred Assets as contemplated by Section 2.01 hereof by OWNERS and/or its Affiliates NEW OPERATORS shall have been completed in form and substance reasonably satisfactory to NEW OPERATORSOWNERS, and NEW OPERATORS OWNERS shall have received all such counterpart originals or certified or other copies of such documents.
Appears in 2 contracts
Samples: Operations Transfer Agreement (Diversicare Healthcare Services, Inc.), Operations Transfer Agreement (Diversicare Healthcare Services, Inc.)
Definitive Documents. Definitive Transaction Documents necessary to consummate the transfer of the Transferred Assets as contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and such Transaction Documents shall be reasonably satisfactory to NEW OPERATORS. All Transaction Documents, to the extent applicable to the Facilities, shall have been executed by the parties thereto on or prior to the Closing Date for the Facilities, shall not have been modified, shall be in effect and the consummation of the transfer of the Transferred Assets as contemplated by Section 2.01 hereof shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents relating to such transfer shall have been satisfied or effectively waived. All corporate and other proceedings to be taken in connection with the transfer of the Transferred Assets as contemplated by Section 2.01 hereof by OWNERS and/or its Affiliates shall have been completed in form and substance reasonably satisfactory to NEW OPERATORS, and NEW OPERATORS shall have received all such counterpart originals or certified or other copies of such documents.. 10370946.3 27 (f)
Appears in 1 contract
Samples: Operating Transfer Agreement
Definitive Documents. Definitive Transaction Documents necessary to consummate the transfer of the Transferred Assets as contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and such Transaction Documents shall be reasonably satisfactory to NEW OPERATORSOWNERS. All Transaction Documents, to the extent applicable to the Facilities, shall have been executed by the parties thereto on or prior to the Closing Date for the FacilitiesDate, shall not have been modified, shall be in effect and the consummation of the transfer of the Transferred Assets as contemplated by Section 2.01 hereof shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents relating to such transfer shall have been satisfied or effectively waived. All corporate and other proceedings to be taken in connection with the transfer of the Transferred Assets as contemplated by Section 2.01 hereof by OWNERS and/or its Affiliates NEW OPERATORS shall have been completed in form and substance reasonably satisfactory to NEW OPERATORSOWNERS, and NEW OPERATORS OWNERS shall have received all such counterpart originals or certified or other copies of such documents.. (p)
Appears in 1 contract
Samples: Operating Transfer Agreement
Definitive Documents. Definitive Transaction Documents necessary to consummate the transfer of the Transferred Assets Transaction as contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and such Transaction Documents shall be reasonably satisfactory to NEW OPERATORSKindred. All Transaction Documents, to the extent applicable to the Facilitiessuch Facility, shall have been executed by the parties thereto on or prior to the Closing Date for the FacilitiesDate, shall not have been modified, shall be in effect and the consummation of the transfer of the Transferred Assets such Facility as contemplated by Section 2.01 hereof shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents relating to such transfer shall have been satisfied or effectively waived. All corporate and other proceedings to be taken in connection with the transfer of the Transferred Assets such Facility as contemplated by Section 2.01 hereof by OWNERS and/or its Affiliates the New Operators shall have been completed in form and substance reasonably satisfactory to NEW OPERATORSKindred, and NEW OPERATORS Kindred shall have received all such counterpart originals or certified or other copies of such documents.
Appears in 1 contract