Health Care Permits. (a) Except as, in the aggregate, would not ------------------- reasonably be expected to have a material 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 of the Company and its Subsidiaries now has (after giving effect to the Merger), 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 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of Law, (ii) all such Health Care Permits are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company and each of its Subsidiaries is substantially complying with the requirements of each such Health Care Permit, and no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, (iv) 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 which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has been notified in writing challenging the validity of 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 of the Credit Documents. (b) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any of its Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may be, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Company's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Health Care Permits. (a) Except as, in the aggregate, would ------------------- not ------------------- reasonably be expected to have a material 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 of the Company and its Subsidiaries now has (after giving effect to the Merger), 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 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 in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company and each of its Subsidiaries is substantially complying with the requirements of 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, (iv) 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 which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has been notified in writing challenging the validity of 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 of the Credit Documents.
(b) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any of its Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may be, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Company's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Credit Agreement (Sailors Inc)
Health Care Permits. (a) Except as, in the aggregate, would not ------------------- reasonably be expected to have a material 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) The Borrower and each of the Company and its Subsidiaries now has (after giving effect and, to the Merger)best of its knowledge, each of the Affiliated Providers, now have, and has have no reason to believe it that they will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business their respective businesses or operations wherever now conducted and as planned to be conducted, including without limitation, the ownership and operation of its Health Care Facilities and Ancillary Businesses pursuant to in accordance with all Requirements of Law, (ii) all such Health Care Permits are in full force and effect and have not been amended or otherwise modified, canceled, terminated, rescinded, revoked or assignedsuspended, (iii) neither the Company and each Borrower nor any of its Subsidiaries nor, to the best of its knowledge, any of the Affiliated Providers, is substantially complying with the requirements of each in default under, or in violation of, any such Health Care PermitPermit (and to the best knowledge of the Borrower, and no event has occurred, and no condition exists, which, with the giving of notice, the notice or passage of time, 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, (iv) neither the Company Borrower nor any Subsidiary nor, to the best of its Subsidiariesknowledge, any Affiliated Provider has received any written notice of any a violation of any Requirement of LawLaw 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) to the knowledge of the Company, no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, would could reasonably be expected to result in the suspension, cancellation, termination, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has been notified in writing challenging the validity of any such Health Care Permit and (viivi) the continuation, validity and effectiveness of all such Health Care Permits will not in any way be adversely affected by the Merger transactions contemplated by this Agreement, except for such instances that could not reasonably be expected, individually or in the execution and performance of any of the Credit Documentsaggregate, to have a Material Adverse Effect.
(b) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled Each Affiliated Provider is (i) fully qualified to participate in, and receive payment under, and in compliance with the appropriate Medicare, Medicaid and related reimbursement programsconditions of participation in each Governmental Program in which such Affiliated Provider has elected to participate or with which such Affiliated Provider has contracted, and any similar state or local government-sponsored program, to the extent that the Company or any of its Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may be, (ii) fully qualified and eligible to receive reimbursement from private and commercial payers payors, including, but not limited to employers, insurers and health maintenance organizations to organizations, except where the extent applicable thereto. There are no proceedings pending or, to the knowledge loss of the Company, any proceedings threatened right to participate in or investigations pending receive payments under such Governmental Programs or threatened, by any Governmental Authority with respect to the Company's from such payors or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would organizations could not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Health Care Permits. Except as disclosed on Schedule 9.20: ------------------- -------------
(a) Except as, in the aggregate, would could not ------------------- reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole: Material Adverse Effect:
(i) each of the Company and its Subsidiaries Guarantor now has (after giving effect to the MergerRecapitalization), 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 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 in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company and each of its Subsidiaries Guarantor is substantially complying with the requirements of 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, (iv) neither the Company nor any of its Subsidiaries, no Guarantor has received any written notice of any violation of any Requirement of Law, (v) to the knowledge of the CompanyParagon, no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries Guarantor has been notified in writing challenging the validity of 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 Recapitalization or the execution and performance of any of the Credit DocumentsLoan Documents or Operative Agreements.
(b) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company Paragon or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-government- sponsored program, to the extent that the Company Paragon or any of its Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may beprogram, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the CompanyParagon, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the CompanyParagon's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Health Care Permits. Other than as set forth in a letter ------------------- dated the Closing Date heretofore delivered to the Agent of the Banks:
(a1) Except as, in the aggregate, would could not ------------------- reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect: (i) each of the Company Borrower and its Subsidiaries the Guarantors now has (after giving effect to the Merger)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 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 in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company Borrower and each of its Subsidiaries the Guarantors is substantially complying with the requirements of 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, (iv) neither the Company Borrower nor any of its Subsidiaries, the Guarantors has received any written notice of any violation of any Requirement of Law, (v) to the knowledge of the CompanyBorrower, no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company Borrower or any of its Subsidiaries the Guarantors has been notified in writing challenging the validity of 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 this Agreement or any of the Credit other Loan Documents.
(b2) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company Borrower or any of its Subsidiaries the Guarantors are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company Borrower or any of its Subsidiaries the Guarantors has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may beprogram, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the CompanyBorrower, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the CompanyBorrower's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Mariner Post Acute Network Inc)
Health Care Permits. (a) Except as, in the aggregate, would not ------------------- reasonably be expected to have a material 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 of the Company and its Subsidiaries Each Property Operator now has (after giving effect to the Merger)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 without limitation, the ownership and operation of its Health Care the Facility or Facilities and Ancillary Businesses operated by such Property Operator, pursuant to all Requirements applicable laws, of Law, (ii) all Governmental Authorities having jurisdiction over such Property Operator 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. No Property Operator is in default in any material respect under, (iii) the Company and each of its Subsidiaries is substantially complying with the requirements of each 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, would could constitute a default thereunder or a violation thereof, which default or violation would (ivwith the passage of time, notice or both) neither result in the Company nor loss of any of its SubsidiariesHealth Care Permit which is necessary to operate any Facility. Neither Borrower, any Property Owner or any Property Operator, has received any written notice of any violation of applicable laws which could (with the passage of time, notice or both) cause any Requirement of Lawsuch Health Care Permits to be modified, (v) to the knowledge of the Company, no 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, would could result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) and to the best knowledge of Borrower, there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has been notified in writing challenging the validity of any such Health Care Permit and (vii) the Permit. The continuation, validity and effectiveness of all such Health Care Permits will are not reasonably expected to be in any way adversely affected by the Merger transactions contemplated by this Agreement or the execution and performance of any of the Credit other Transaction Documents.
(bii) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any of its Subsidiaries Property Operator has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may beprogram, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Company's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Health Care Permits. (a) Except as disclosed on Schedule 4.18(a):
(i) Except as, in the aggregate, would could not ------------------- reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect: (i) each of the Company and its Guarantor Subsidiaries now has (after giving effect to the Merger), 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 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 in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company and each of its the Guarantor Subsidiaries is substantially complying with the requirements of 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, (iv) neither the Company nor any of its the Guarantor 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 which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, other than those the absence of which could not reasonably be expected to have a Material Adverse Effect, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its the Guarantor Subsidiaries has been notified in writing challenging the validity of 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 of the Credit Documents.
(bii) All Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect (i) all Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any of its Guarantor Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may beprogram, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There ; and (ii) there are no proceedings pending or, to the knowledge of the Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW to the Company's or any of its the Guarantor Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs programs.
(b) Schedule 4.18(b) contains a true, correct and which would reasonably be expected to have a complete list of all the material adverse Health Care Permits in effect on the businessClosing Date. For the purposes of this Section 4.18(b), assetsa Health Care Permit shall be deemed "material" if the Credit Parties or a Subsidiary thereof could reasonably expect that any Credit Party or a Subsidiary would, condition pursuant to the terms thereof, (financial i) recognize future revenues in excess of $20,000,000 per annum, (ii) incur liabilities or otherwiseobligations in excess of $20,000,000 per annum or (c) likely suffer damages or results losses in excess of operations $20,000,000 by reason of the Company and its Subsidiaries, taken as a wholebreach or termination thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Mariner Health Care Inc)
Health Care Permits. Other than as set forth on Schedule 3.12:
(a1) Except as, in the aggregate, would could not ------------------- reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect: (i) each of the Company Borrower and its Subsidiaries the Guarantors now has (after giving effect to the Merger)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 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 in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company Borrower and each of its Subsidiaries the Guarantors is substantially complying with the requirements of 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, (iv) neither the Company Borrower nor any of its Subsidiaries, the Guarantors has received any written notice of any violation of any Requirement of Law, (v) to the knowledge of the CompanyBorrower, no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company Borrower or any of its Subsidiaries the Guarantors has been notified in writing challenging the validity of 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 this Agreement or any of the Credit other Loan Documents.
(b2) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company Borrower or any of its Subsidiaries the Guarantors are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company Borrower or any of its Subsidiaries the Guarantors has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may beprogram, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the CompanyBorrower, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the CompanyBorrower's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Multicare Companies Inc)
Health Care Permits. (a) Except as disclosed on Schedule 4.18(a):
(i) Except as, in the aggregate, would could not ------------------- reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect: (i) each of the Company and its Guarantor Subsidiaries now has (after giving effect to the MergerReorganization), or in the case of Closing Date Restructuring CHOW Approvals not received by the Closing Date, has applied for, and has no reason to believe it will not be able to maintain in effecteffect (and obtain within 180 days of the Closing Date, in the case of Closing Date Restructuring CHOW Approvals), all Health Care Permits necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, including 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 (except for Closing Date Restructuring CHOW Approvals not yet obtained) are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company and each of its the Guarantor Subsidiaries is substantially complying with the requirements of 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, (iv) neither the Company nor any of its the Guarantor 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 which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, other than those the absence of which could not reasonably be expected to have a Material Adverse Effect, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its the Guarantor Subsidiaries has been notified in writing challenging the validity of 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 Reorganization or the execution and performance of any of the Credit Documents.
(bii) All Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect (i) all Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any of its Guarantor Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may beprogram, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There ; and (ii) there are no proceedings pending or, to the knowledge of the Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Company's or any of its the Guarantor Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs programs.
(b) Schedule 4.18(b) contains a true, correct and which would reasonably be expected to have a complete list of all the material adverse Health Care Permits in effect on the businessClosing Date. For the purposes of this Section 4.18(b), assetsa Health Care Permit shall be deemed "material" if the Credit Parties or a Subsidiary thereof could reasonably expect that any Credit Party or a Subsidiary would, condition pursuant to the terms thereof, (financial i) recognize future revenues in excess of $20,000,000 per annum, (ii) incur liabilities or otherwiseobligations in excess of $20,000,000 per annum or (c) likely suffer damages or results losses in excess of operations $20,000,000 by reason of the Company and its Subsidiaries, taken as a wholebreach or termination thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Mariner Health Care Inc)
Health Care Permits. (a) Except as, in the aggregate, would not ------------------- reasonably be expected to have a material 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) The Borrower and each of the Company and its Subsidiaries now has (after giving effect and, to the Merger)best of its knowledge, each of the Affiliated Providers, now have, and has have no reason to believe it that they will not be able to maintain in effect, all Health Care Permits necessary for the lawful conduct of its business their respective businesses or operations wherever now conducted and as planned to be conducted, including without limitation, the ownership and operation of its Health Care Facilities and Ancillary Businesses pursuant to in accordance with all Requirements of Law, (ii) all such Health Care Permits are in full force and effect and have not been amended or otherwise modified, canceled, terminated, rescinded, revoked or assignedsuspended, (iii) neither the Company and each Borrower nor any of its Subsidiaries nor, to the best of its knowledge, any of the Affiliated Providers, is substantially complying with the requirements of each in default under, or in violation of, any such Health Care PermitPermit (and to the best knowledge of the Borrower, and no event has occurred, and no condition exists, which, with the giving of notice, the notice or passage of time, 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, (iv) neither the Company Borrower nor any Subsidiary nor, to the best of its Subsidiariesknowledge, any Affiliated Provider has received any written notice of any a violation of any Requirement of LawLaw 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) to the knowledge of the Company, no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, would could reasonably be expected to result in the suspension, cancellation, termination, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company or any of its Subsidiaries has been notified in writing challenging the validity of any such Health Care Permit and (viivi) the continuation, validity and effectiveness of all such Health Care Permits will not in any way be adversely affected by the Merger transactions contemplated by this Agreement, except for such instances that could not reasonably be expected, individually or the execution and performance of any of the Credit Documents.
(b) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company or any of its Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may be, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the Company, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the Company's or any of its Subsidiaries' participation in the Medicareaggregate, Medicaid or related reimbursement programs and which would reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Health Care Permits. Except as disclosed on Schedule 4.22: -------------------
(a) Except as, in the aggregate, would could not ------------------- reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect: (i) each of the Company Borrower and its Subsidiaries now has (after giving effect to the MergerRecapitalization), 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 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 in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, (iii) the Company Borrower and each of its Subsidiaries is substantially complying with the requirements of 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, (iv) neither the Company Borrower nor any of its Subsidiaries, has received any written notice of any violation of any Requirement of Law, (v) to the knowledge of the CompanyBorrower, no condition exists or event has occurred which in itself or with the giving of notice or the lapse of time, or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such Health Care Permit, (vi) there is no claim filed with any Governmental Authority of which the Company Borrower or any of its Subsidiaries has been notified in writing challenging the validity of 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 Recapitalization or the execution and performance of any of the Credit Loan Documents.
(b) All Health Care Facilities and Ancillary Businesses owned, leased, managed or operated by the Company Borrower or any of its Subsidiaries are entitled to participate in, and receive payment under, the appropriate Medicare, Medicaid and related reimbursement programs, and any similar state or local government-sponsored program, to the extent that the Company Borrower or any of its Subsidiaries has decided to participate in any such program with respect to such Health Care Facility or Ancillary Business, as the case may beprogram, and to receive reimbursement from private and commercial payers and health maintenance organizations to the extent applicable thereto. There are no proceedings pending or, to the knowledge of the CompanyBorrower, any proceedings threatened or investigations pending or threatened, by any Governmental Authority with respect to the CompanyBorrower's or any of its Subsidiaries' participation in the Medicare, Medicaid or related reimbursement programs and which would could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
