Licensed Beds Sample Clauses

Licensed Beds. Tenant shall ensure that the number of licensed beds, including the number of any higher acuity beds, for residents of any the Facilities is not decreased without the prior written consent of Landlord. With respect to reductions in licensed beds due to an Alteration or Restoration, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that notwithstanding the foregoing, Landlord may grant or withhold its consent in its sole discretion if the number of licensed beds for patients and residents, including the number of any higher-acuity beds, of any Facility is to be decreased by more than five percent (5%) of the Licensed Bed Capacity.
Sample 1
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Licensed Beds. As of the Closing Date, the number of licensed beds authorized for use in each Healthcare Facility is set forth on Schedule 6.34 hereto. No Operator nor any other Person has been granted the right to reduce the number of licensed beds or authorized beds in any Healthcare Facility or the right to apply for approval to move any or all of such beds, and there are not proceedings pending or threatened to reduce the number of licensed beds or authorized beds in any Healthcare Facility, and no Healthcare Facility is operated in a manner that at any time results in the number of beds being used exceeding the number of authorized or licensed beds.
Sample 1
Licensed Beds. The number and category of licensed beds at each Property is as set forth on Schedule III attached hereto and to the Mortgage Loan Agreement. Except as set forth in Schedule XII attached hereto and to the Mortgage Agreement, no waivers of any laws, rules, regulations or requirements (including, without limitation minimum square foot requirements per bed) are required for each Property to operate at the licensed bed capacities listed on Schedule III attached hereto and to the Mortgage Loan Agreement and to operate in substantial compliance with applicable Legal Requirements. No Borrower Party has been granted nor has any Borrower Party requested the right, to reduce the number of licensed beds at any Property. No Borrower Party has applied for approval to move any and all of the licensed beds at any Property to any other location.
Sample 1
Licensed Beds. Landlord will provide the space required to operate not less than twenty (20) licensed beds and space for all required related support services and facilities, which space shall comply (after renovations contemplated in this Agreement) with all applicable federal, state and local laws and regulations. Tenant acknowledges and agrees that the Premises, as described in Exhibit A, satisfies Landlord’s space requirement obligation.
Sample 1
Licensed Beds. The number of Licensed Beds listed for the Facilities in Exhibit A-1 and Exhibit B-1 is accurate.
Sample 1
Licensed Beds. The number and category of licensed beds at each Property is as set forth on Schedule III attached hereto. Except as set forth in Schedule XII, no waivers of any laws, rules, regulations or requirements (including, without limitation minimum square foot requirements per bed) are required for each Property to operate at the licensed bed capacities listed on Schedule III and to operate in substantial compliance with applicable Legal Requirements. No Borrower Party has been granted nor has any Borrower Party requested the right, to reduce the number of licensed beds at any Property. No Borrower Party has applied for approval to move any and all of the licensed beds at any Property to any other location.
Sample 1
Licensed Beds. To Seller's knowledge, the count of skilled nursing and adult care beds at the Facilities is as set forth on Exhibit 2.28.
Sample 1
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Licensed Beds. (1) Schedule 1.8 hereto is a complete and accurate statement of the ------------ bed categories for which each healthcare facility (collectively, the "Healthcare Facilities" individually, a "Healthcare Facility") located at a --------------------- ------------------- Continuing Property that is not a GranCare Exchange Property will be licensed as of the Restructuring Closing Date, the number of beds in each category for which such Healthcare Facility will be licensed as of the Restructuring Closing Date, and the number of Licensed Beds in each category that will be available for use in such Healthcare Facility as of the Restructuring Closing Date. Upon the Restructuring Closing, no beds will be in use or available at such Healthcare Facility for use in any category for which such Healthcare Facility is not licensed. No GranCare Party has any reason to believe that the number of Licensed Beds in any category may be reduced by any governmental agency. (2) Schedule 1.8 hereto is a complete and accurate statement of the ------------ bed categories for which each Healthcare Facility located at a GranCare Exchange Property will be licensed as of the Exchange Closing Date, the number of beds in each category for which such Healthcare Facility will be licensed as of the Exchange Closing Date, and the number of Licensed Beds in each category that will be available for use in such Healthcare Facility as of the Exchange Closing Date. Upon the Exchange Closing, no beds will be in use or available at such Healthcare Facility for use in any category for which such Healthcare Facility is not licensed. No GranCare Party has any reason to believe that the number of Licensed Beds in any category may be reduced by any governmental agency.
Sample 1

Related to Licensed Beds

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Combination Product The term “

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • RE-WEIGHING PRODUCT Deliveries are subject to re- weighing at the point of destination by the Authorized User. If shrinkage occurs which exceeds that normally allowable in the trade, the Authorized User shall have the option to require delivery of the difference in quantity or to reduce the payment accordingly. Such option shall be exercised in writing by the Authorized User.

  • Company Products Schedule 2.10(d) of the Company Disclosure Letter lists all Company Products, and for each such product or feature (and each version thereof) identifying its release date.

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