Common use of Health Care Permits Clause in Contracts

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 to the extent that noncompliance with the following, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) (i) The Borrower and each Loan Party holdsof the Subsidiaries and, to the best of its knowledge, each of the Affiliated Providers, now have, and at all times during the three calendar years immediately preceding the Fifth Restatement Date has heldhave no reason to believe that they will not be able to maintain in effect, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to the conduct its business of their respective businesses or operations as presently conducted; in accordance with all Requirements of Law, (ii) all such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, are in full force and effect and there have not been amended or otherwise modified, canceled, terminated, rescinded, revoked or suspended, (iii) neither the Borrower nor any of its Subsidiaries nor, to the best of its knowledge, any of the Affiliated Providers, is and has been no in default under, or in violation of, or other noncompliance any such Health Care Permit (and to the best knowledge of the Borrower, no event has occurred, and no condition exists, which, with the terms and conditions 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; , (iiiiv) neither the Borrower nor any Subsidiary nor, to the best of its knowledge, any Affiliated Provider has received any notice of a violation of any Requirement of Law or Contractual Obligation which has caused or could reasonably be expected to cause any such Health Care Permit to be modified, canceled, terminated, rescinded, revoked or suspended, (v) 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 which could reasonably be expected to result in the suspension, revocationcancellation, termination, restrictionrevocation, limitationimpairment, modification forfeiture 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 such 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 foregoingcontinuation, no validation review, program integrity review, audit or other investigation related to validity and effectiveness of all such Health Care Permits will not in any Loan Party or its operations, or the consummation of way be adversely affected by the transactions contemplated by this Agreement, except for such instances that could not reasonably be expected, individually or 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 oraggregate, to the knowledge of any Loan Party, threatenedhave 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) Except as permitted pursuant to Section 5.02(k) and Section 5.03(n), (A) each Loan Party holdsnow has, and at all times during the three calendar years immediately preceding the Fifth Restatement Date has heldno reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to the lawful conduct of its business or operations wherever now conducted and as presently 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; (iiB) all such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, are in full force and effect and there 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 and has been no in default in any material respect under, or in violation in any material respect of, or other noncompliance any such Health Care Permit (and to the best knowledge of the Borrower, no event has occurred, and no condition exists, which, with the terms and conditions 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; (iiiD) neither the Borrower nor any other Loan Party has received any notice of any violation of applicable laws which has caused or could reasonably be expected to cause any such Health Care Permit to be modified (except for modifications not amounting to a Material Adverse Change), rescinded or revoked; (E) to the best knowledge of the Borrower, 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 which could reasonably be expected to result in the suspension, revocation, terminationimpairment, restriction, limitation, modification forfeiture or non-renewal of any such Health Care Permit; and (ivF) no Governmental Authority has takenthe continuation, or to the knowledge validity and effectiveness of any Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any all such Health Care Permit of Permits will not in 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 way be adversely affected by the transactions contemplated by this Agreement, except that the exercise by the Agent of its rights and remedies in respect of the Loan Documents or related Collateral is subject to the Collateral (x) has been conducted by or on behalf licensing power of any Governmental Authority, or (y) is scheduled, pending or, to the knowledge of any Loan Party, threatenedhealth care regulatory authorities.

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) Except as permitted pursuant to Section 5.02(k) and Section 5.03(m), (A) each Loan Party holdsnow has, and at all times during the three calendar years immediately preceding the Fifth Restatement Date has heldno reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to the lawful conduct of its business or operations wherever now conducted and as presently 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; (iiB) all such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, are in full force and effect and there 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 and has been no in default in any material respect under, or in violation in any material respect of, or other noncompliance any such Health Care Permit (and to the best knowledge of the Borrower, no event has occurred, and no condition exists, which, with the terms and conditions 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; (iiiD) neither the Borrower nor any other Loan Party has received any notice of any violation of applicable laws which has caused or could reasonably be expected to cause any such Health Care Permit to be modified (except for modifications not amounting to a Material Adverse Change), rescinded or revoked; (E) to the best knowledge of the Borrower, 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 which could reasonably be expected to result in the suspension, revocation, terminationimpairment, restriction, limitation, modification forfeiture or non-renewal of any such Health Care Permit; and (ivF) no Governmental Authority has takenthe continuation, or to the knowledge validity and effectiveness of any Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any all such Health Care Permit of Permits will not in 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 way be adversely affected by the transactions contemplated by this Agreement, except that the exercise by the Agent of its rights and remedies in respect of the Loan Documents or related Collateral is subject to the Collateral (x) has been conducted by or on behalf licensing power of any Governmental Authority, or (y) is scheduled, pending or, to the knowledge of any Loan Party, threatenedhealth care regulatory authorities.

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 holdsEach Property Operator now has, and at all times during the three calendar years immediately preceding the Fifth Restatement Date has heldno reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to the lawful conduct of its business or operations wherever now conducted and as presently planned to be conducted; (ii) , including the operation of the Facility or Facilities operated by such Property Operator, pursuant to all applicable laws, of all Governmental Authorities having jurisdiction over such Property Operator or over any part of its operations. All such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, are in full force and effect and there have not been amended or otherwise modified, rescinded, revoked or assigned. No Property Operator is and has been no in default in any material respect under, or in violation in any material respect of, or other noncompliance with the terms and conditions 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 (iiiwith the passage of time, notice or both) no result in the loss of any Health Care Permit which is necessary to operate any Facility. Neither Borrower, any Property Owner 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 that, which in itself or with the giving of notice or the lapse of time time, or both, has resulted or would could result in the suspension, revocation, terminationimpairment, restriction, limitation, modification forfeiture or non-renewal of any such Health Care Permit; (iv) no Governmental Authority has taken, or and to the best knowledge of Borrower, there is no claim challenging the validity of any Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any such Health Care Permit Permit. The continuation, validity and effectiveness of any Loan Party; (v) there currently exist no restrictions, deficiencies, required plans of correction or other all 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 Permits are not reasonably expected to be in any Loan Party or its operations, or the consummation of way adversely affected by the transactions contemplated in by this Agreement or any of 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, threatenedother Transaction Documents.

Health Care Permits. (a) Except to the extent that noncompliance with the followingas, individually or in the aggregate, could would not ------------------- reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole: (i) each Loan Party holdsof the Company and its Subsidiaries now has (after giving effect to the Merger), and at all times during the three calendar years immediately preceding the Fifth Restatement Date has heldno reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to the lawful conduct of its business or operations wherever now conducted and as presently planned to be conducted; , including without limitation, the ownership and operation of its Health Care Facilities and Ancillary Businesses pursuant to all Requirements of Law, (ii) all such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, are in full force and effect and there have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company and each of its Subsidiaries is and has been no default under, violation of, or other noncompliance substantially complying with the terms and conditions requirements of any each such Health Care Permit; , and no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, would constitute a violation thereof, (iiiiv) neither the Company nor any of its Subsidiaries, has received any written notice of any violation of any Requirement of Law, (v) to the knowledge of the Company, no condition exists or event has occurred that, which in itself or with the giving of notice or the lapse of time time, or both, has resulted or would result in the suspension, revocation, terminationimpairment, restriction, limitation, modification forfeiture or non-renewal of any such Health Care Permit; , (ivvi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has taken, or to been notified in writing challenging the knowledge validity of any Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any such Health Care Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits will not be adversely affected by the Merger or the execution and performance 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, threatenedCredit Documents.

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) Except as permitted pursuant to Section 6.01(k) and Section 6.02(n), (A) each Loan Party holdsnow has, and at all times during except solely as a result of the three calendar years immediately preceding filing of the Fifth Restatement Date Cases, has heldno reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to the lawful conduct of its business or operations wherever now conducted and as presently 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; (iiB) all such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, are in full force and effect and there 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 and has been no in default in any material respect under, or in violation in any material respect of, or other noncompliance any such Health Care Permit (and to the best knowledge of the Borrower, no event has occurred, and no condition exists, which, with the terms and conditions 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; (iiiD) neither the Borrower nor any other Loan Party has received any notice of any violation of applicable laws which has caused or could reasonably be expected to cause any such Health Care Permit to be modified, rescinded or revoked (except for modifications, rescissions or revocations not amounting to a Material Adverse Change); (E) to the best knowledge of the Borrower, 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 which could reasonably be expected to result in the suspension, revocation, terminationimpairment, restriction, limitation, modification forfeiture or non-renewal of any such Health Care Permit; and (ivF) no Governmental Authority has takenthe continuation, or to the knowledge validity and effectiveness of any Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any all such Health Care Permit of Permits will not in 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 way be adversely affected by the transactions contemplated by this Agreement, except that the exercise by the Agent of its rights and remedies in respect of the Loan Documents or related Collateral may be subject to the Collateral (x) has been conducted by or on behalf licensing power of any Governmental Authority, or (y) is scheduled, pending or, to the knowledge of any Loan Party, threatenedhealth care regulatory authorities.

Health Care Permits. (a) Except to the extent that noncompliance with the followingas, individually or in the aggregate, could would ------------------- not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole: (i) each Loan Party holdsof the Company and its Subsidiaries now has (after giving effect to the Merger), and at all times during the three calendar years immediately preceding the Fifth Restatement Date has heldno reason to believe it will not be able to maintain in effect, all Health Care Permits necessary for it to own, lease, sublease or operate its assets or to the lawful conduct of its business or operations wherever now conducted and as presently planned to be conducted; , including without limitation, the ownership and operation of its Health Care Facilities and Ancillary Businesses pursuant to all Requirements of Law, (ii) all such Health Care Permits are, and at all times during the three calendar years immediately preceding the Fifth Restatement Date have been, are in full force and effect and there have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company and each of its Subsidiaries is and has been no default under, violation of, or other noncompliance substantially complying with the terms and conditions requirements of any each such Health Care Permit; , and no event has occurred, and no condition exists, which, with the giving of notice, the passage of time, or both, would constitute a violation thereof, (iiiiv) neither the Company nor any of its Subsidiaries, has received any written notice of any violation of any Requirement of Law, (v) to the knowledge of the Company, no condition exists or event has occurred that, which in itself or with the giving of notice or the lapse of time time, or both, has resulted or would result in the suspension, revocation, terminationimpairment, restriction, limitation, modification forfeiture or non-renewal of any such Health Care Permit; , (ivvi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has taken, or to been notified in writing challenging the knowledge validity of any Loan Party intends to take, action to suspend, revoke, terminate, place on probation, restrict, limit, modify or not renew any such Health Care Permit and (vii) the continuation, validity and effectiveness of all such Health Care Permits will not be adversely affected by the Merger or the execution and performance 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, threatenedCredit Documents.