Common use of Government Regulations, etc Clause in Contracts

Government Regulations, etc. (a) Assuming each of the Lenders is acquiring its Note or Notes hereunder and its interests hereunder for its own account, for investment and not with a view toward distribution, nor with the assets of any Employee Benefit Plan subject to Part 4, Title I of ERISA, the use of the proceeds of, and the Borrower’s issuance of the Revolving Credit Notes and the Swing Line Note, will not directly or indirectly violate or result in a violation of the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase any “margin security” within the meaning of said Regulations, except in conformity with said Regulations. (b) The Borrower and each of the Restricted Subsidiaries has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except for those which, if not obtained, would not cause a Material Adverse Effect. (c) Assuming none of the Lenders is acquiring its Note or Notes hereunder or its interests hereunder with the assets of any employee benefit plan subject to Part 4, Title 1 of ERISA, as of the date hereof, no employee benefit plan, as defined in Section 3(2) of ERISA, (other than a multi-employer plan described in Section 3(37) of ERISA) (“Employee Benefit Plan”) maintained by the Company or any of its Subsidiaries, or under which any such Person could have any liability under ERISA or the Internal Revenue Code (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, as in effect prior to amendment by the Pension Protection Act of 2006, for which such Person continues to be liable, (ii) has any unpaid minimum required contribution, as defined in Section 302(c)(4)(C)(iii) of ERISA, as in effect on and after amendment by the Pension Protection Act of 2006, for which such Person continues to be liable, (iii) except as set forth on Schedule 4.11(c), has failed to comply, in any material respect, with any applicable requirement of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder for which it continues to be responsible, or (iv) has, to its Knowledge, engaged in or been involved in a Prohibited Transaction (as defined in ERISA or the Internal Revenue Code) under ERISA or the Internal Revenue Code, except to the extent that a failure to comply with the foregoing would not present a reasonable likelihood of having a Material Adverse Effect. Except as set forth on Schedule 4.11(c) attached hereto and made a part hereof, no Employee Benefit Plan maintained by the Borrower or any of its Subsidiaries has been terminated within the one (1) year period prior to the date hereof. Neither the Company nor any of its Subsidiaries has assumed, or received notice of a claim asserted against such Person, for withdrawal liability (as defined in the Multi-employer Pension Plan Amendments Act of 1980, as amended) with respect to any multi-employer pension plan in which it participates. Other than as shown on Schedule 4.11(c), neither the Company nor any of its Subsidiaries is a member of any Controlled Group (as defined in Sections 414(b),(c),(m) and (o) of the Internal Revenue Code and Section 4001(a)(14) of ERISA). Each of the Company and its Subsidiaries has timely made all contributions when due with respect to any multi-employer pension plan in which it participates and no event has occurred triggering a claim against such Person for withdrawal liability with respect to any multi-employer pension plan in which such Person participates. (d) Neither the Borrower nor any of the Restricted Subsidiaries is in violation of any applicable statute, regulation or ordinance of the United States of America or any other country or jurisdiction, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof, (including without limitation, Environmental Laws and regulations), a violation of which would cause a Material Adverse Effect. (e) The Borrower and all of the Restricted Subsidiaries are current with all reports and all documents required to be filed with any state or federal securities commission or similar agency, if any, and are in full compliance in all material respects with all applicable rules and regulations of such commissions. (f) Neither the Borrower nor any of the Restricted Subsidiaries are, or will be after giving effect to the transactions contemplated hereby, subject to regulation under any federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed or guarantee such indebtedness as contemplated by this Agreement or any other Loan Document. (g) Neither the Borrower nor any of the Restricted Subsidiaries is, or after giving effect to the transactions contemplated hereby will be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Borrower Act of 1940, as amended.

Government Regulations, etc. (a) Assuming each of the Lenders is acquiring its Note or Notes hereunder and its interests hereunder for its own account, for investment and not with a view toward distribution, nor with the assets of any Employee Benefit Plan subject to Part 4, Title I of ERISA, the use of the proceeds of, and the Borrower’s 's issuance of the Restated Revolving Credit Notes and the Restated Swing Line Note, will not directly or indirectly violate or result in a violation of the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T, U, G and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase any “"margin security” " within the meaning of said Regulations, except in conformity with said Regulations. (b) The Borrower and each of the Restricted Subsidiaries Guarantors has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except for those which, if not obtained, would not cause a Material Adverse Effect. (c) Assuming none of the Lenders is acquiring its Note or Notes hereunder or its interests hereunder with the assets of any employee benefit plan subject to Part 4, Title 1 I of ERISA, as of the date hereof, no employee benefit plan, as defined in Section 3(2) of ERISA, (other than a multi-employer plan described in Section 3(37) of ERISA) (“"Employee Benefit Plan”") maintained by the Company Borrower or any of its Subsidiaries, or under which any such Person could have any liability under ERISA or the Internal Revenue Code (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, as in effect prior to amendment by the Pension Protection Act of 2006, ERISA for which such Person continues to be liable, (ii) has any unpaid minimum required contribution, as defined in Section 302(c)(4)(C)(iii) of ERISA, as in effect on and after amendment by the Pension Protection Act of 2006, for which such Person continues to be liable, (iii) except as set forth on Schedule "4.11(c)", has failed to comply, in any material respect, with any applicable requirement of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder for which it continues to be responsible, or (iviii) has, to its Knowledgeknowledge, engaged in or been involved in a Prohibited Transaction (as defined in ERISA or the Internal Revenue Code) under ERISA or the Internal Revenue Code, except to the extent that a failure to comply with the foregoing would not present a reasonable likelihood of having a Material Adverse Effect. Except as set forth on Schedule 4.11(c) attached hereto and made a part hereof, no Employee Benefit Plan maintained by the Borrower or any of its Subsidiaries has been terminated within the one (1) year period prior to the date hereof. Neither the Company Borrower nor any of its Subsidiaries has assumed, or received notice of a claim asserted against such Person, for withdrawal liability (as defined in the Multi-employer Pension Plan Amendments Act of 1980, as amended) with respect to any multi-employer pension plan in which it participates. Other than as shown on Schedule 4.11(c), neither the Company nor any of its Subsidiaries is a member Borrower noember of any Controlled Group (as defined in Sections 414(b),(c),(m) and (o) of the Internal Revenue Code and Section 4001(a)(14) of ERISA). Each of the Company and its Subsidiaries has timely made all contributions when due with respect to any multi-employer pension plan in which it participates and no event has occurred triggering a claim against such Person for withdrawal liability with respect to any multi-employer pension plan in which such Person participates. (d) Neither the Borrower nor any of the Restricted Subsidiaries is in violation of any applicable statute, regulation or ordinance of the United States of America or any other country or jurisdiction, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof, (including without limitation, Environmental Laws and regulations), a violation of which would cause a Material Adverse Effect. (e) The Borrower and all of the Restricted Subsidiaries are current with all reports and all documents required to be filed with any state or federal securities commission or similar agency, if any, and are in full compliance in all material respects with all applicable rules and regulations of such commissions. (f) Neither the Borrower nor any of the Restricted Subsidiaries are, or will be after giving effect to the transactions contemplated hereby, subject to regulation under any federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed or guarantee such indebtedness as contemplated by this Agreement or any other Loan Document. (g) Neither the Borrower nor any of the Restricted Subsidiaries is, or after giving effect to the transactions contemplated hereby will be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Borrower Act of 1940, as amended.

Government Regulations, etc. (a) Assuming each of the Lenders is acquiring its Note or Notes hereunder and its interests hereunder for its own account, for investment and not with a view toward distribution, nor with the assets of any Employee Benefit Plan subject to Part 4, Title I of ERISA, the use of the proceeds of, and the Borrower’s 's issuance of the Revolving Credit Notes and the Swing Line Note, will not directly or indirectly violate or result in a violation of the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase any “"margin security” " within the meaning of said Regulations, except in conformity with said Regulations. (b) The Borrower and each of the Restricted Subsidiaries Guarantors has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except for those which, if not obtained, would not cause a Material Adverse Effect. (c) Assuming none of the Lenders is acquiring its Note or Notes hereunder or its interests hereunder with the assets of any employee benefit plan subject to Part 4, Title 1 I of ERISA, as of the date hereof, no employee benefit plan, as defined in Section 3(2) of ERISA, (other than a multi-employer plan described in Section 3(37) of ERISA) (“"Employee Benefit Plan”") maintained by the Company Borrower or any of its Subsidiaries, or under which any such Person could have any liability under ERISA or the Internal Revenue Code (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, as in effect prior to amendment by the Pension Protection Act of 2006, ERISA for which such Person continues to be liable, (ii) has any unpaid minimum required contribution, as defined in Section 302(c)(4)(C)(iii) of ERISA, as in effect on and after amendment by the Pension Protection Act of 2006, for which such Person continues to be liable, (iii) except as set forth on Schedule 4.11(c), has failed to comply, in any material respect, with any applicable requirement of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder for which it continues to be responsible, or (iviii) has, to its Knowledgeknowledge, engaged in or been involved in a Prohibited Transaction (as defined in ERISA or the Internal Revenue Code) under ERISA or the Internal Revenue Code, except to the extent that a failure to comply with the foregoing would not present a reasonable likelihood of having a Material Adverse Effect. Except as set forth on Schedule 4.11(c) attached hereto and made a part hereof, no Employee Benefit Plan maintained by the Borrower or any of its Subsidiaries has been terminated within the one (1) year period prior to the date hereof. Neither the Company nor any of its Subsidiaries has assumed, or received notice of a claim asserted against such Person, for withdrawal liability (as defined in the Multi-employer Pension Plan Amendments Act of 1980, as amended) with respect to any multi-employer pension plan in which it participates. Other than as shown on Schedule 4.11(c), neither the Company nor any of its Subsidiaries is a member of any Controlled Group (as defined in Sections 414(b),(c),(m) and (o) of the Internal Revenue Code and Section 4001(a)(14) of ERISA). Each of the Company and its Subsidiaries has timely made all contributions when due with respect to any multi-employer pension plan in which it participates and no event has occurred triggering a claim against such Person for withdrawal liability with respect to any multi-employer pension plan in which such Person participates. (d) Neither the Borrower nor any of the Restricted Subsidiaries is in violation of any applicable statute, regulation or ordinance of the United States of America or any other country or jurisdiction, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof, (including without limitation, Environmental Laws and regulations), a violation of which would cause a Material Adverse Effect. (e) The Borrower and all of the Restricted Subsidiaries are current with all reports and all documents required to be filed with any state or federal securities commission or similar agency, if any, and are in full compliance in all material respects with all applicable rules and regulations of such commissions. (f) Neither the Borrower nor any of the Restricted Subsidiaries are, or will be after giving effect to the transactions contemplated hereby, subject to regulation under any federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed or guarantee such indebtedness as contemplated by this Agreement or any other Loan Document. (g) Neither the Borrower nor any of the Restricted Subsidiaries is, or after giving effect to the transactions contemplated hereby will be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Borrower Act of 1940, as amended.to

Government Regulations, etc. (a) Assuming each of the Lenders is acquiring its Note or Notes hereunder and its interests hereunder for its own account, for investment and not with a view toward distribution, nor with the assets of any Employee Benefit Plan subject to Part 4, Title I of ERISA, the The use of the proceeds of, of the Loans and the Borrower’s Borrowers' issuance of the Revolving Credit Notes and the Swing Line Note, will not directly or indirectly violate or result in a violation of the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T, U, G and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The No Borrower does not own owns or intend intends to carry or purchase any “"margin security” " within the meaning of said Regulations, except in conformity with said Regulations. (b) The Borrower and each To the best of the Restricted Subsidiaries has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its businessBorrowers' knowledge, except for those whichas disclosed on Exhibit 5.12(b), if not obtained, would not cause a Material Adverse Effect. (ci) Assuming none of the Lenders is acquiring its Note or Notes hereunder or its interests hereunder with the assets of any employee benefit plan subject to Part 4, Title 1 of ERISA, as of the date hereof, no employee benefit planeach Employee Benefit Plan, as defined in Section 3(23(3) of ERISA, (other than a multi-employer plan described in Section 3(37) of ERISA) (“Employee Benefit Plan”) maintained by the Company a Borrower or any of its Subsidiaries, or under in which any such Person could have any liability under ERISA or the Internal Revenue Code (i) Borrower is a participating employer has failed to meet the minimum funding standards established been maintained in Section 302 of ERISAall material respects in accordance with its terms and with applicable law, as in effect prior to amendment by the Pension Protection Act of 2006, for which such Person continues to be liable, and (ii) each such Employee Benefit Plan which is intended to be tax-qualified currently satisfies to the extent required by applicable law, and for all years subsequent to the establishment of such Plan and with respect to which Borrowers' income tax returns are open to audit, has any unpaid minimum required contributionsatisfied, as defined in the requirements of Section 302(c)(4)(C)(iii401(a) of ERISAthe Code, as except that if any such requirement has not been satisfied, the failure to satisfy such requirements has not had, and in effect on and after amendment by the Pension Protection Act future will not have, a Material Adverse Effect (assuming the continued conduct of 2006, for which such Person continues to be liablethe Borrowers' business is substantially consistent with past practice), (iii) except as set forth on Schedule 4.11(c), no such Employee Benefit Plan has failed to comply, in any material respect, with any applicable requirement of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder for which it continues to be responsible, or (iv) has, to its Knowledge, engaged in or been involved in a non-exempt Prohibited Transaction (as defined in ERISA or the Internal Revenue CodeERISA) under ERISA or the Internal Revenue Code, except to the extent that a failure to comply with the foregoing and (iv) no such Employee Benefit Plan has been terminated, which termination would not present a reasonable likelihood of having have a Material Adverse Effect. Except as set forth on Schedule 4.11(c) attached hereto and made a part hereof, no Employee Benefit Plan maintained by the Borrower Borrowers or any member of its Subsidiaries has been terminated within the one a Controlled Group (1as defined in ERISA) year period prior to the date hereof. Neither the Company nor any of its Subsidiaries has assumedincluding Borrowers, or have not received notice of a claim asserted against such Person, Borrowers or other members of the Controlled Group for withdrawal liability (as defined in the Multi-employer Multiemployer Pension Plan Amendments Act of 1980, as amended) with respect to any multi-employer multiemployer pension plan in which it participatesplan. Other than as shown on Schedule 4.11(c), neither the Company nor any of its Subsidiaries is a member of any Controlled Group (as defined in Sections 414(b),(c),(m) and (o) of the Internal Revenue Code and Section 4001(a)(14) of ERISA). Each of the Company and its Subsidiaries has Borrowers have timely made all contributions when due with respect to any multi-employer multiemployer pension plan in which it participates and any of them participate and, no event has occurred triggering a claim against such Person Borrowers or any member of a Controlled Group including Borrowers for withdrawal liability with respect to any multi-employer pension plan in which such Person participatesplan. All Employee Benefit Plans maintained by and multi-employer plans contributed to by any Borrower are listed on Exhibit 5.12(b) attached hereto and made a part hereof. (dc) Neither the No Borrower nor any of the Restricted Subsidiaries is in violation of any applicable material statute, regulation or ordinance of the United States of America or any other country or jurisdictionAmerica, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof, (including without limitation, Environmental Laws environmental laws and regulations)) and all Borrowers possess all material licenses, a permits and governmental approvals needed to operate their business, except where such violation of which or failure to possess would cause not have a Material Adverse Effect. Each Borrower has obtained and currently has all certificates of need and Medicare and Medicaid provider numbers as are necessary to operate its business. A list of each Borrower's certificates of need, Qualified Payor Contracts, and provider numbers are listed on Exhibit 5.12(c). All cost reports required to be filed with Qualified Payors have been filed. (ed) The Borrower and all of the Restricted Subsidiaries Borrowers are current with all reports and all documents required to be filed with any state or federal securities commission or similar agency, if any, agency and are is in full compliance in all material respects with all applicable rules and regulations of such commissions. (f) Neither the Borrower nor any of the Restricted Subsidiaries are, or will be after giving effect to the transactions contemplated hereby, subject to regulation under any federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed or guarantee such indebtedness as contemplated by this Agreement or any other Loan Document. (g) Neither the Borrower nor any of the Restricted Subsidiaries is, or after giving effect to the transactions contemplated hereby will be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Borrower Act of 1940, as amended.