Common use of Healthcare Approvals Clause in Contracts

Healthcare Approvals. 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 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 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 Existing Operator incurred by providing the cooperation stated herein. For its part, Seller and 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 have been obtained upon the occurrence of any of the following events (each, an “Approval Event”): (i) receipt of the Required Operating Licenses, (ii) the receipt of confirmation from AHCA or its 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 written communication seeking the Required Operating Licenses or Agency Confirmation, 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 AHCA or such subagency prior to the Closing. Following an Approval Event and prior to Closing, the condition to obtain or satisfy or cause to 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 matter requires further consideration or review before AHCA or such subagency will provide such authorization.

Healthcare Approvals. Purchaser will use commercially reasonable efforts to obtain or satisfy or cause to be obtained or satisfied, as applicable, all Healthcare Approvals promptly following Upon the date hereof. Without limiting the foregoing, as soon as practicable, but in no event later than ten (10) Business Days following the Effective Date, terms 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 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 conditions set forth 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 Existing Operator incurred by providing the cooperation stated herein. For its partParent each agree, Seller and Existing Operator shall 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 AHCA written notices of the transactions and changes of ownership and operations contemplated hereby Governmental Healthcare Programs 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 have been obtained upon the occurrence of which any of the following events (each, an “Approval Event”): (i) receipt of the Required Operating Licenses, (ii) the receipt of confirmation from AHCA party or its applicable subagency Subsidiaries are a participant, which are necessary 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 connection 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 written communication seeking the Required Operating Licenses or Agency Confirmation, 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 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 changes to comply with the terms and conditions of ownership all such Healthcare Approvals. Seller and operations contemplated hereby 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 which AHCA or such subagency is notified that all events shall file within 15 Business Days after the parties hereto are proceeding date hereof, all required initial applications and documents in connection with same as disclosed unless obtaining the parties are informed otherwise by AHCA or such subagency prior 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 Closing. Following an Approval Event and prior extent practicable, each will consult with the other on, in each case subject to Closingapplicable Laws relating to the exchange of information, all the information relating to Seller, the condition 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 obtain or satisfy or cause 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 satisfiedthat 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, as applicable, all Healthcare Approvals will no longer be deemed satisfied as to such forfeiture or other termination by them of a Healthcare Approval if (i) AHCA or its applicable subagency provides written or verbal withdrawal then held by any of authorization (them, if such verbal withdrawal of authorization Person determines in good faith that it is confirmed in a writing inadvisable 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 matter requires further consideration or review before AHCA or such subagency will provide such authorizationdo so.

Healthcare Approvals. Purchaser will use commercially reasonable efforts to obtain or satisfy or cause to be obtained or satisfied, as applicable, all Healthcare Approvals promptly following (a) Upon the date hereof. Without limiting the foregoing, as soon as practicable, but in no event later than ten (10) Business Days following the Effective Date, terms 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 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 conditions set forth 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 Existing Operator incurred by providing the cooperation stated herein. For its part, Seller and Existing Operator shall file with AHCA written notices each of the transactions Company and changes Parent agrees to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, findings of ownership suitability, qualifications, consents, waivers, variances, exemptions, orders, approvals and operations contemplated hereby authorizations of all Governmental Entities under all Healthcare Laws which are necessary in accordance connection 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 have been obtained upon the occurrence of any of the following events (each, an “Approval Event”): (i) receipt of the Required Operating Licenses, (ii) the receipt of confirmation from AHCA or its 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 written communication seeking the Required Operating Licenses or Agency Confirmation, 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 contemplated by this Agreement (where required to be made or obtained prior to or after the Effective Time) (all of the foregoing, collectively “Healthcare Approvals”) and changes to comply with the terms and conditions of ownership all such Healthcare Approvals. Each of the Company and operations contemplated hereby Parent shall use all commercially reasonable efforts to, and to cause their respective officers, directors and affiliates to file within 15 days after the date hereof, and in which AHCA or such subagency is notified that all events shall file within 15 days after the parties hereto are proceeding date hereof, all required initial applications and documents in connection with same as disclosed unless obtaining the parties are informed otherwise by AHCA or such subagency prior Healthcare Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith. Parent and Company shall have the right to review in advance, subject to the ClosingConfidentiality Agreement, 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 the Company or Parent, as the case may be, and any of their respective subsidiaries, directors, officers and stockholders, which appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the transactions contemplated by this Agreement. Following an The Company and Parent agree to promptly advise each other upon receiving any communication from any Governmental Entity which causes such party to believe that there is a reasonable likelihood that any Healthcare Approval Event and prior to Closing, the condition to obtain or satisfy or cause to required from such Governmental Entity 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 matter requires further consideration or review before AHCA or receipt of any such subagency approval will provide such authorizationbe materially delayed.