Health Care Permits. The Borrower and each of its Subsidiaries holds, and at all times during the four calendar years immediately preceding the Closing Date has held, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to conduct its business or operations for the period covered by such Health Care Permit. All such Health Care Permits are, and at all times during the four calendar years immediately preceding the Closing Date have been, in full force and effect and there is and has been no material default under, violation of, or other noncompliance with the terms and conditions of any such Health Care Permit. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, has resulted or would result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit that could reasonably be expected to have, in the aggregate, a Material Adverse Effect. Other than as set forth on Schedule 4.19, no Governmental Authority has taken, or to the knowledge of the Borrower or any of its Subsidiaries intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any Health Care Permit of the Borrower or any of its Subsidiaries. As of the Closing Date, Schedule 4.19 sets forth an accurate, complete and current list of all material Health Care Permits, and all Third Party Payor Authorizations for Third Party Payor Programs in which the Borrower or any of its Subsidiaries participates.
Health Care Permits. (i) Each of ARC Wilora Lake, ARC Wilora Assisted Living and each Property Operator now has, and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including the operation of the Covered Facility or Covered Facilities operated by ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, pursuant to all applicable laws, of all Governmental Authorities having jurisdiction over ARC Wilora Lake, ARC Wilora Assisted Living or such Property Operator, as the case may be, or over any part of its operations. All such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned. None of ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator is in default in any material respect under, or in violation in any material respect of, any such Health Care Permit, and to the best knowledge of Borrower, no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, could constitute a default thereunder or a violation thereof, which default or violation would (with the passage of time, notice or both) result in the loss of any Health Care Permit which is necessary to operate any Covered Facility. Neither Borrower, any Property Owner, ARC Wilora Lake, ARC Wilora Assisted Living or any Property Operator, has received any notice of any violation of applicable laws which could (with the passage of time, notice or both) cause any of such Health Care Permits to be modified, rescinded or revoked. No condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, could result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, and to the best knowledge of Borrower, there is no claim challenging the validity of any such Health Care Permit. The continuation, validity and effectiveness of all such Health Care Permits are not reasonably expected to be in any way adversely affected by the transactions contemplated by this Agreement or any of the other Transaction Documents.
(ii) All Covered Facilities are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-spon...
Health Care Permits. (i) Each Loan Party and, to the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has such permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authorities as are necessary under applicable law or regulations to own its properties and conduct its business (including without limitation such permits as are required under such federal, state and other Health Care Laws, and under similar licensure laws and such insurance laws and regulations, as are applicable thereto) (“Health Care Permits”), if the failure to obtain such permits, licenses, franchises, certificates and other approvals or authorizations could reasonably be expected to result in a Material Adverse Effect.
(ii) To the knowledge of the Responsible Officers of the Loan Parties, each Tenant under an Ensign Master Lease and each Eligible Tenant has all Medicare, Medicaid and related agency supplier billing number(s) and related documentation necessary to receive reimbursement, to the extent applicable, from Medicare and/or Medicaid for any item or service furnished by such Person in any jurisdiction where it conducts business except to the extent the failure to obtain billing number(s) or related documentation could reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, no Tenant under an Ensign Master Lease and no Eligible Tenant is currently subject to suspension, revocation, renewal or denial of its Medicare and/or Medicaid certification, supplier billing number(s), or Medicare and/or Medicaid participation agreement(s), except in the case of such Tenants not party to a Material Borrowing Base Lease, to the extent such suspension, revocation, renewal or denial would not reasonably be expected to result in a Material Adverse Effect.
Health Care Permits. Except to the extent that noncompliance with the following, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (i) each Loan Party holds, and at all times during the three calendar years immediately preceding the Fifth Restatement Date has held, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to conduct its business or operations as presently conducted; (ii) all such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, in full force and effect and there is and has been no default under, violation of, or other noncompliance with the terms and conditions of any such Health Care Permit; (iii) no condition exists or event has occurred that, in itself or with the giving of notice or lapse of time or both, has resulted or would result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit; (iv) no Governmental Authority has taken, or to the knowledge of any Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any Health Care Permit of any Loan Party; (v) there currently exist no restrictions, deficiencies, required plans of correction or other such remedial measures with respect to any Health Care Permit of a Loan Party; and (vi) without limiting the foregoing, no validation review, program integrity review, audit or other investigation related to any Loan Party or its operations, or the consummation of the transactions contemplated in the Loan Documents or related to the Collateral (x) has been conducted by or on behalf of any Governmental Authority, or (y) is scheduled, pending or, to the knowledge of any Loan Party, threatened.
Health Care Permits. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and its subsidiaries possess, and are in compliance in all material respects with the terms of, all certificates, approvals, clearances, registrations, franchises, licenses, permits, exemptions and other authorizations issued by all applicable authorities required for the conduct of the respective businesses as currently conducted, including under the Health Care Laws (collectively, “Health Care Permits”); (ii) all such Health Care Permits are in full force and effect and, to the Company’s knowledge, neither the Company nor any of its subsidiaries is in violation of any term of such Health Care Permit in any material respect; (iii) the Company and its subsidiaries have fulfilled and performed all of their material obligations with respect to the Health Care Permits and, to the Company’s knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the rights of the holder of any Health Care Permit; (iv) neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any Health Care Permits that, singly or in the aggregate, if determined adversely to the Company or such subsidiary, could have a Material Adverse Effect, and to the Company’s knowledge, no party granting any such Health Care Permits has taken any action to limit, suspend or revoke the same in any material respect.
Health Care Permits. Each Credit Party and each of their respective Subsidiaries holds, and at all times during the three calendar years immediately preceding the Closing Date has held, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to conduct its business or operations as presently conducted (including without limitation, to provide specialized pharmaceutical medication management programs and to participate in and obtain reimbursement under all Third Party Payor Programs in which such Persons’ participate) except where the failure to have such Health Care Permits would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. All such Health Care Permits are, and at all times during the three calendar years immediately preceding the Closing Date have been, in full force and effect and there is and has been no default under, violation of, or other noncompliance with the terms and conditions of any such Health Care Permit except where the failure to have such Health Care Permits would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 3.32 as to required consents or approvals of Governmental Authorities under certain Health Care Permits of BioRx in connection with the BioRx Acquisition (where the failure to obtain such consents or approvals could not reasonably be expected to have, in the aggregate, a Material Adverse Effect), to the knowledge of each Credit Party and its Subsidiaries, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, has resulted or would reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any Health Care Permit. No Governmental Authority has taken, or to the knowledge of any Credit Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any Health Care Permit of any Credit Party or any Subsidiary of any Credit Party. As of the Closing Date, Schedule 3.32 sets forth an accurate, complete and current list of all material Health Care Permits.
Health Care Permits. (i) Except as permitted pursuant to Section 5.02(k) and Section 5.03(n), (A) each Loan Party now has, and has no reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of its Health Care Facilities, pursuant to all applicable laws and all requirements of Governmental Authorities having jurisdiction over such Loan Party or over any part of its operations; (B) all such Health Care Permits are in full force and effect and have not been amended or otherwise modified (except for modifications which do not constitute and cannot reasonably be expected to result in a Material Adverse Change), rescinded, revoked or assigned; (C) no Loan Party is in default in any material respect under, or in violation in any material respect of, any such Health Care Permit (and to the best knowledge of the Borrower, no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof) that has caused or could reasonably be expected to cause the loss of any such Health Care Permit;
Health Care Permits. Except as could not reasonably be expected to have a Material Adverse Effect, each Company holds all Health Care Permits necessary or required by applicable Legal Requirement or Governmental Authority for the operation of the business of such Company. Schedule 3.19(b) sets forth all such Health Care Permits held by each Company as of the Restatement Date (individually, a “Company Health Care Permit,” and collectively, the “Company Health Care Permits”). Except as could not reasonably be expected to have a Material Adverse Effect, there are no pending or, to the knowledge of any Loan Party, threatened suits or proceedings that could reasonably be expected to result in the suspension, revocation, restriction, amendment or nonrenewal of any Company Health Care Permit, and no event which (whether with notice or lapse of time or both) could reasonably be expected to result in a suspension, revocation, restriction, amendment or nonrenewal of any Company Health Care Permit has occurred. Except as could not reasonably be expected to have a Material Adverse Effect, each Company is in compliance with the terms of the Company Health Care Permits.
Health Care Permits. (a) To the extent required by Health Care Laws, the Borrower and its Subsidiaries (i) hold all material Health Care Permits required to operate the Subsidiaries as currently conducted, and (ii) are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”) to the extent necessary for their current operations.
(b) To the extent a Subsidiary of the Borrower is subject to paragraph (a) of this Section 5.20 and except as could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any such Subsidiary has received any notice (i) alleging that it fails or has failed to hold any material Health Care Permit, or (ii) of any action pending or recommended by any Governmental Authority of competent jurisdiction to revoke, limit, withdraw or suspend any material Health Care Permit or otherwise take any action that would adversely impact operation of such Subsidiary.
(c) Each Health Care Provider employed by or under contract with a Subsidiary of the Borrower holds a current and unrestricted professional license or certification from a Governmental Authority to perform his/her duties, as required under the Health Care Laws except where failure to hold such professional licenses or certifications could not reasonably be expected to have a Material Adverse Effect.
Health Care Permits. Each Credit Party and each Subsidiary holds, and at all times since January 1, 2014, has held, all material Health Care Permits necessary for it to own, lease, sublease or operate its assets or to conduct its material business or operations as conducted at the applicable time (including to participate in and obtain reimbursement under all Third Party Payor Programs). All such Health Care Permits are, and at all times since January 1, 2014, have been, in full force and effect and there is and has been no material default under, material violation of, or other material noncompliance with the terms and conditions of any such Health Care Permit. To the knowledge of each Credit Party, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, has resulted or could reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of any material Health Care Permit. No Governmental Authority has taken, or to the knowledge of any Credit Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any material Health Care Permit of any Credit Party or any Subsidiary.
