Common use of Healthcare Approvals Clause in Contracts

Healthcare Approvals. Upon the terms and subject to the conditions set forth in this Agreement, Seller and Parent each agree, and agree to cause all of their Subsidiaries to agree, to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all authorizations and any other exemptions, variances, waivers, and other authorizations of all Governmental Authorities under all Healthcare Laws and each reimbursement program or contract with Governmental Healthcare Programs in which any party or its Subsidiaries are a participant, which are necessary in connection with the consummation of the transactions contemplated by this Agreement (where required to be made or obtained prior to or after the Closing) (all of the foregoing, collectively “Healthcare Approvals”) and to comply with the terms and conditions of all such Healthcare Approvals. Seller and Parent shall each use all commercially reasonable efforts to, and to cause their respective officers, directors, managers, Subsidiaries and Affiliates to file within 15 Business Days after the date hereof, and in all events shall file within 15 Business Days after the date hereof, all required initial applications and documents in connection with obtaining the Healthcare Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and Seller shall have the right to review in advance, and to the extent practicable, each will consult with the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Seller, the Companies, any Company Subsidiary, or Parent, as the case may be, and any of their respective Subsidiaries, Affiliates, directors, officers, managers, stockholders or members, which appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the transaction contemplated by this Agreement. Parent and Seller agree to promptly advise each other upon receiving any communication from any Governmental Authority which causes such party to believe that there is a reasonable likelihood that any Healthcare Approval required from such Governmental Authority will not be obtained or that the receipt of any such approval will be materially delayed. Nothing in Section 5.5 shall obligate Parent or Seller and their respective Subsidiaries to take any action which would require the voluntary surrender, forfeiture or other termination by them of a Healthcare Approval then held by any of them, if such Person determines in good faith that it is inadvisable to do so.

Healthcare Approvals. Upon Purchaser will use commercially reasonable efforts to obtain or satisfy or cause to be obtained or satisfied, as applicable, all Healthcare Approvals promptly following the terms date hereof. Without limiting the foregoing, as soon as practicable, but in no event later than ten (10) Business Days following the Effective Date, and subject to Seller and Existing Operator having provided such documents and information as reasonably requested by Purchaser in connection with same, Purchaser shall use commercially reasonable efforts to submit or cause to be submitted filings, notifications, applications, and/or submissions with AHCA to initiate obtaining the conditions set forth Healthcare Approvals. Without limiting the foregoing or any of the other provisions of this Section 7.2, Purchaser shall act in good faith and exercise all due diligence to expeditiously procure all Healthcare Approvals, subject to Seller’s and Existing Operator’s reasonable cooperation in connection therewith. Purchaser shall dedicate and devote reasonable resources toward obtaining all Healthcare Approvals, and shall timely make all required submissions and deliveries to AHCA in connection therewith and promptly respond to all requests of AHCA. Seller and Existing Operator agree to cooperate with Purchaser, as reasonably requested by Purchaser, in connection with Purchaser’s efforts to obtain all Healthcare Approvals. Purchaser agrees to promptly notify, consult with, and keep Seller reasonably advised as to the status of the matters contemplated above in this Section 7.2. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be responsible for all costs and expenses related to its obtaining the Healthcare Approvals, other than the costs of Seller and Parent each agreeExisting Operator incurred by providing the cooperation stated herein. For its part, Seller and agree Existing Operator shall file with AHCA written notices of the transactions and changes of ownership and operations contemplated hereby in accordance with Fla. Stat. Xxx §§ 408.807(1) & 409.907(6)(b) (regarding notices from transferors), including the timing requirements set forth therein. Each of the Healthcare Approvals will be deemed to cause all have been obtained upon the occurrence of their Subsidiaries to agreeany of the following events (each, to promptly prepare and file all necessary documentationan “Approval Event”): (i) receipt of the Required Operating Licenses, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all authorizations and any other exemptions, variances, waivers, and other authorizations (ii) the receipt of all Governmental Authorities under all Healthcare Laws and each reimbursement program or contract with Governmental Healthcare Programs in which any party confirmation from AHCA or its Subsidiaries applicable subagency in writing or verbally (if such verbal confirmation is confirmed in a writing to AHCA or such subagency) that the parties are authorized to proceed with the Transactions and changes of ownership and operations contemplated hereby (each such confirmation, an “Agency Confirmation”) or (iii) where AHCA or such applicable subagency has failed to respond to a participantwritten communication seeking the Required Operating Licenses or Agency Confirmation, which are necessary in connection with upon a subsequent written communication to AHCA or such subagency affirmatively stating that no further action by the parties hereto is required prior to the consummation of the transactions and changes of ownership and operations contemplated hereby and in which AHCA or such subagency is notified that the parties hereto are proceeding with same as disclosed unless the parties are informed otherwise by this Agreement (where required to be made AHCA or obtained such subagency prior to or after the Closing) (all of the foregoing, collectively “Healthcare Approvals”) . Following an Approval Event and prior to comply with the terms and conditions of all such Healthcare Approvals. Seller and Parent shall each use all commercially reasonable efforts to, and to cause their respective officers, directors, managers, Subsidiaries and Affiliates to file within 15 Business Days after the date hereof, and in all events shall file within 15 Business Days after the date hereof, all required initial applications and documents in connection with obtaining the Healthcare Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and Seller shall have the right to review in advance, and to the extent practicable, each will consult with the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SellerClosing, the Companies, any Company Subsidiary, condition to obtain or Parent, as the case may be, and any of their respective Subsidiaries, Affiliates, directors, officers, managers, stockholders satisfy or members, which appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the transaction contemplated by this Agreement. Parent and Seller agree cause to promptly advise each other upon receiving any communication from any Governmental Authority which causes such party to believe that there is a reasonable likelihood that any Healthcare Approval required from such Governmental Authority will not be obtained or satisfied, as applicable, all Healthcare Approvals will no longer be deemed satisfied as to such Healthcare Approval if (i) AHCA or its applicable subagency provides written or verbal withdrawal of authorization (if such verbal withdrawal of authorization is confirmed in a writing to AHCA or such subagency) to proceed with the transactions and changes of ownership and operations contemplated hereby or (ii) in a situation where such condition was previously believed to be satisfied, AHCA or such subagency notifies either party in writing or verbally (if such verbal notification is confirmed in a writing to AHCA or such subagency) that (A) formal or additional filings are required for AHCA or such subagency to provide authorization to proceed with the transactions and changes of ownership and operations contemplated hereby, or (B) that the receipt of any matter requires further consideration or review before AHCA or such approval subagency will be materially delayed. Nothing in Section 5.5 shall obligate Parent or Seller and their respective Subsidiaries to take any action which would require the voluntary surrender, forfeiture or other termination by them of a Healthcare Approval then held by any of them, if provide such Person determines in good faith that it is inadvisable to do soauthorization.

Healthcare Approvals. (a) Upon the terms and subject to the conditions set forth in this Agreement, Seller each of the Company and Parent each agree, and agree to cause all of their Subsidiaries to agree, agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all authorizations and any other exemptionspermits, registrations, licenses, findings of suitability, qualifications, consents, waivers, variances, waiversexemptions, orders, approvals and other authorizations of all Governmental Authorities Entities under all Healthcare Laws and each reimbursement program or contract with Governmental Healthcare Programs in which any party or its Subsidiaries are a participant, which are necessary in connection with the consummation of the transactions contemplated by this Agreement (where required to be made or obtained prior to or after the ClosingEffective Time) (all of the foregoing, collectively “Healthcare Approvals”) and to comply with the terms and conditions of all such Healthcare Approvals. Seller Each of the Company and Parent shall each use all commercially reasonable efforts to, and to cause their respective officers, directors, managers, Subsidiaries directors and Affiliates affiliates to file within 15 Business Days days after the date hereof, and in all events shall file within 15 Business Days days after the date hereof, all required initial applications and documents in connection with obtaining the Healthcare Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and Seller Company shall have the right to review in advance, subject to the Confidentiality Agreement, and to the extent practicable, each will consult with the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to Seller, the Companies, any Company Subsidiary, or Parent, as the case may be, and any of their respective Subsidiaries, Affiliatessubsidiaries, directors, officers, managers, stockholders or membersofficers and stockholders, which appears in any filing made with, or written materials submitted to, any Governmental Authority Entity in connection with the transaction transactions contemplated by this Agreement. The Company and Parent and Seller agree to promptly advise each other upon receiving any communication from any Governmental Authority Entity which causes such party to believe that there is a reasonable likelihood that any Healthcare Approval required from such Governmental Authority Entity will not be obtained or that the receipt of any such approval will be materially delayed. Nothing in Section 5.5 shall obligate Parent or Seller and their respective Subsidiaries to take any action which would require the voluntary surrender, forfeiture or other termination by them of a Healthcare Approval then held by any of them, if such Person determines in good faith that it is inadvisable to do so.