Healthcare Licenses. (i) Fail to maintain in effect all Healthcare Licenses necessary to the operation of its business or necessary for each Healthcare Asset or each Healthcare Service, or (ii) engage in any activity that (a) constitutes or, with the giving of notice, the passage of time, or both, would result in a material violation of any Healthcare License necessary for the lawful conduct of its business or operations or necessary for each Healthcare Asset or each Healthcare Service or (b) constitutes or, with the giving of notice, the passage of time, or both, would result in the loss by any Healthcare Asset or any Healthcare Service that is owned, leased, managed or operated by any Loan Party or any Subsidiary thereof of the right to participate in, and/or receive payment or reimbursement under, the appropriate Medicare, Medicaid, Tricare, Veteran’s Administration and related reimbursement programs, and any other Federal or state healthcare reimbursement programs, to the extent that any Loan Party or any Subsidiary thereof participates in and/or receives payment or reimbursement under any such program, and to receive payment or reimbursement from private and commercial payors, managed care companies, insurance companies and/or any other third-party payor arrangements, plans or programs to the extent applicable thereto, in each case under (i) and (ii), except, in each case, where the loss of such Healthcare License or rights to participate in or receive payments or reimbursement under or from such programs or payors could not reasonably be expected to have a Material Adverse Effect.
Healthcare Licenses. Lender shall have received and approved copies of all Healthcare Licenses for operation and occupancy of the Facilities.
Healthcare Licenses. (a) Each of Holdings and the Borrower and the Healthcare Facilities will, and will cause each of its Subsidiaries to, (i) obtain and maintain all material licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted on the date hereof and herein contemplated, including, without limitation, Medicaid Certifications and Medicare Certifications, (ii) ensure that billing policies, arrangements, protocols and instructions will comply in all material respects with reimbursement requirements under Medicare, Medicaid and other Medical Reimbursement Programs and will be administered by properly trained personnel and (iii) ensure that each Healthcare Facility is duly accredited by the Joint Commission.
(b) The Borrower has in place and shall maintain a compliance program for its Subsidiaries and the Healthcare Facilities that is reasonably designed to provide effective internal controls that promote adherence to, prevent and detect material violations of, any Medicaid Regulations and Medicare Regulations applicable to its Subsidiaries and the Healthcare Facilities, which compliance program includes the implementation of internal audits and monitoring on a regular basis to monitor compliance therewith and with such regulations.
(c) Each of Borrower, Holdings and the Subsidiaries that is a “covered entity” under HIPAA and each Healthcare Facility has in place and the Borrower shall cause each of them to (i) maintain in effect policies and procedures that materially comply with HIPAA as applicable to any of Holdings, the Borrower, any of its Subsidiaries and any Healthcare Facilities, (ii) comply in all material respects with such policies and procedures, and (iii) enter into and maintain in effect a Business Associate Agreement.
Healthcare Licenses. There is not currently pending or, to the Triad Entities’ knowledge, threatened, (a) any action or proceeding to revoke, withdraw or suspend any of the Healthcare Licenses (as defined below) or to terminate the participation of one or more of the Facilities in either the Medicare or Medicaid Programs, or (b) any judicial or administrative agency judgment or decision not to renew any of the Healthcare Licenses applicable to one or more of the Facilities, or (c) any licensure or certification action of any other type applicable to one or more of the Facilities other than to transfer or issue Healthcare Licenses to New Lessee. As used in this Agreement, “Healthcare Licenses” means all licenses, permits and authorizations necessary to (x) lawfully operate all beds contained in the Facilities as nursing home beds; (y) provide licensed nursing services at each of the Facilities; and (z) receive payment under the Medicare and applicable state Medicaid programs for goods and services provided at the Facilities.
Healthcare Licenses. Each Hospital is duly licensed by the State in which it is located to operate as a general, acute care hospital for the number of beds set forth in Section 3.30 of the Company Disclosure Schedule. The ancillary departments located at each Hospital which are required to be specifically licensed are, to the Knowledge of the Company, duly licensed by the appropriate state agencies. To the Knowledge of the Company, the Company has all other licenses, permits and approvals which are needed or required by law to operate the business related to or affecting the Hospital. Section 3.30 of the Company Disclosure Statement Schedule sets forth a list and summary description of all known material licenses and permits, franchises, certificates of need and certificate of need applications, trademarks, trade names, service marks, patents, patent applications and copyrights, owned or held by Seller relating to the ownership, development or operations of each Hospital.
Healthcare Licenses. Each hospital owned and/or operated by Parent and/or any subsidiary thereof (a “Parent Hospital”) is duly licensed by the State in which it is located to operate as a general, acute care hospital. The ancillary departments located at each Parent Hospital which are required to be specifically licensed are, to the Knowledge of Parent, duly licensed by the appropriate state agencies. To the Knowledge of Parent, Parent has all other licenses, permits and approvals which are needed or required by law to operate the business related to or affecting the Parent Hospital, except where the failure to have such licenses, permits or approvals would not reasonably be likely to have a Parent Material Adverse Effect.
Healthcare Licenses. See Section 3.21 of this Company Disclosure Schedule.
Healthcare Licenses. Each Hospital is duly licensed by the State in which it is located to operate as a general, acute care hospital for the approximate number of beds set forth in Section 5.28 of the Province Disclosure Memorandum. The ancillary departments located at each Hospital which are required to be specifically licensed are duly licensed by the appropriate State agencies. Province has all other material Permits which are needed or required by applicable Law to operate the business of each Hospital.
Healthcare Licenses. Each Hospital is duly licensed by the State in which it is located to operate as a general, acute care hospital and/or critical access hospital for the approximate number of beds set forth in Section 6.18 of the LifePoint Disclosure Memorandum. The ancillary departments located at each Hospital which are required to be specifically licensed are duly licensed by the appropriate State agencies. LifePoint has all other material Permits which are needed or required by applicable Law to operate the business of each Hospital.
Healthcare Licenses. Section 4.17 of the Concentra Disclosure Letter contains a true and complete list of each Permit, including all Licenses, relating to the Business that is owned, held or possessed by CISI or any of the Acquired Entities (the “Concentra Healthcare Licenses”). The Concentra Permits and Licenses collectively constitute all of the Licenses necessary to permit CISI and the Acquired Entities to conduct the Business as it is currently being conducted in material compliance with all applicable Rules and Regulations and to permit CISI and the Acquired Entities to own, use, operate and maintain the Acquired Assets and the properties and assets of the Acquired Entities in substantially the same manner in which they currently own and use such properties and assets. Each of the Concentra Permits and Licenses is current and valid; CISI and the Acquired Entities are in compliance with such Concentra Permits and Licenses in all material respects; and no written notice of any actual or proposed withdrawal, revocation, suspension, modification, termination cancellation, of default or of any dispute concerning any Concentra Permits and License, or of any event, condition or state of facts described in the preceding clause, has been received by Concentra or the Sellers. Each of the Concentra Permits and Licenses will continue to be in full force and effect immediately after the Closing, in each case without (i) the occurrence of any breach, default or forfeiture of rights thereunder, or (ii) the Consent, approval, or act of, or the making of any filing with, any Governmental Authority, except as set forth on Section 4.18 of the Concentra Disclosure Letter.
