Licenses, Accreditation and Regulatory Approvals Sample Clauses

Licenses, Accreditation and Regulatory Approvals. Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships, as applicable, to Advantage Health's best knowledge, hold all licenses, permits, certificates of need and other regulatory approvals required by law with respect to their respective businesses, operations and facilities as they are currently or presently conducted (collectively, "Licenses"), except where the failure to hold any such License or Licenses does not have, individually or in the aggregate, a material adverse effect on Advantage Health. To Advantage Health's best knowledge, all such Licenses are in full force and effect and Advantage Health is in compliance in all material respects with all conditions and requirements of such Licenses and with all rules and regulations relating thereto, except where the absence of any such License or Licenses or the failure of any such License or Licenses to be in full force and effect or any such noncompliance does not have, individually or in the aggregate, a material adverse effect on Advantage Health. Except as disclosed in the Advantage Health 1995 10-K or on Exhibit 3.15, any and all past litigation concerning any such License, together with all claims and causes of action raised therein, has been finally adjudicated. To Advantage Health's best knowledge, no such License has been revoked, conditioned (except as may be customary) or restricted, and, except as disclosed in the Advantage Health 1995 10-K, no action (equitable, legal or administrative), arbitration or other process is pending, or to the best knowledge of Advantage Health, threatened, which in any way challenges the validity of, or seeks to revoke, condition or restrict any such License, except where the invalidity or revocation, conditioning or restriction thereof would not have a material adverse effect on Advantage Health. Subject to compliance with applicable securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"), the consummation of the Merger will not violate any law or restriction to which Advantage Health is subject which, if violated, would, individually or in the aggregate, have a material adverse effect on Advantage Health.
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Licenses, Accreditation and Regulatory Approvals. To the Company's knowledge, the Group Entities hold all material licenses, permits, franchises, certificates of need and other governmental or regulatory authorizations and approvals which are needed or required by Law with respect to their businesses, operations and facilities as they are currently owned or presently conducted (collectively, the "Licenses"). All such material Licenses are in full force and effect and each Group Entity is in compliance in all material respects with all conditions and requirements of the Licenses and with all rules and regulations relating thereto, except as set forth in Section 4.15 of the Company Disclosure Schedule. No such License has been revoked, conditioned or restricted except as for customary conditions or restrictions or as can be cured by a Group Entity within the period allowed by the applicable Governmental Authority for such cure without having a Material Adverse Effect upon the Company or its business, and no Action is pending, or to the Company's knowledge, threatened which in any way challenges the validity of, or seeks to revoke, condition or restrict any such License. Except as set forth in Section 4.15 of the Company Disclosure Schedule, no transfer of any material License is necessary to allow the Surviving Corporation to continue after the Effective Time to operate the Company's facilities as presently operated.
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Licenses, Accreditation and Regulatory Approvals. Except as disclosed in Target Documents or set forth on Exhibit 3.16 to the Disclosure Schedule, Target holds all licenses, permits and other regulatory approvals which are needed or required by law with respect to its business, operations and facilities as they are currently or presently conducted (collectively, the "Licenses"), except where the failure to possess such Licenses does not have a Material Adverse Effect on Target. All such Licenses are in full force and effect, and Target is in compliance in all material respects with all conditions and requirements of the Licenses and with all rules and regulations relating thereto. Subject to compliance with applicable securities laws, the Hart Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and state or local statutes, rules or regulations requiring notice, approval, or other action upon the occurrence of a change in control of Target, the consummation of the Merger will not violate any law or regulation to which Target is subject which, if violated, would have a Material Adverse Effect on Target.
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Licenses, Accreditation and Regulatory Approvals. To the knowledge of the Company and each Stockholder, the Company and each Subsidiary hold all material licenses, permits, franchises, certificates of need and other governmental or regulatory authorizations and approvals which are needed or required by Law with respect to their businesses, operations and facilities as they are currently or presently conducted (collectively, the "Licenses"). To the knowledge of the Company and each Stockholder, all such Licenses are in full force and effect and each of the Company and each Subsidiary is in compliance with all conditions and requirements of the Licenses and with all rules and regulations relating thereto, except as set forth in Section 4.14 of the Company Disclosure Schedule. To the knowledge of the Company and each Stockholder, no such License has been revoked, conditioned or restricted except as for customary conditions or restrictions or as can be cured by the Company or its Subsidiaries within the period allowed by the applicable Governmental Authority for such cure without having a material and adverse effect upon such Company or its Subsidiaries or their businesses, and no Action is pending, or to the Company's knowledge, threatened which in any way challenges the validity of, or seeks to revoke, condition or restrict any such License.
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Licenses, Accreditation and Regulatory Approvals. Except as disclosed in the Horizon/CMS Documents, Horizon/CMS and the Horizon/CMS Subsidiaries and Horizon/CMS Other Entities hold all licenses, permits, certificates of need and other regulatory approvals which are required by law with respect to their businesses, operations and facilities as they are currently or presently conducted or operated, except where the failure to possess such licenses would not have a material adverse effect on Horizon/CMS (collectively, the "Horizon/CMS Licenses"). Except with respect to those Horizon/CMS Licenses for which renewal applications have been filed by Horizon/CMS, the Horizon/CMS Subisidiaries or the Horizon/CMS Other Entities and which are being processed by the applicable regulatory authorities, all such Horizon/CMS Licenses are in full force and effect, and Horizon/CMS is in substantial compliance with all conditions and requirements of the Horizon/CMS Licenses and with all rules and regulations relating thereto. Horizon/CMS, the Horizon/CMS Subsidiaries and the Horizon/CMS Other Entities are, to the extent applicable to their operations, (i) eligible to receive payment under Titles XVIII and XIX of the Social Security Act, (ii) providers under existing provider agreements with the Medicare program through the applicable intermediaries and (iii) in substantial compliance with the conditions of participation in the Medicare program except for such matters as would not have a material adverse effect on Horizon/CMS. Except to the extent that the failure to timely make such filings would not have a material adverse effect on Horizon/CMS, and except as disclosed in the Horizon/CMS Documents, Horizon/CMS, the Horizon/CMS Subsidiaries and the Horizon/CMS Other Entities have timely filed all requisite claims and other reports required to be filed in connection with the Medicare, Medicaid and other governmental health programs due on or before the date hereof, all of which were, when filed, complete and correct in all material respects. Except as set forth on Exhibit 3.17 to the Disclosure Schedule, there are no current claims, actions or appeals pending, and neither Horizon/CMS nor the Horizon/CMS Subsidiaries nor the Horizon/CMS Other Entities have filed any claims or reports which would result in such claims, actions or appeals, before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Health Care Financing Ad...
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Licenses, Accreditation and Regulatory Approvals. The Seller holds all material licenses, permits, franchises, certificates of need and other governmental or regulatory authorizations and approvals which are needed or required by Law with respect to its businesses, operations and facilities as they are currently or presently conducted (collectively, the "Licenses"). All such Licenses are in full force and effect and the Seller is in material compliance with all conditions and requirements of the Licenses and with all rules and regulations relating thereto, except as set forth in Section 4.14 of the Disclosure Schedule. No such License has been revoked, conditioned or restricted except as for customary conditions or restrictions or as can be cured by the Seller within the period allowed by the applicable Governmental Authority for such cure without having a material and adverse effect upon the Seller or its businesses, and no Action is pending, or to the Seller's or the Stockholder's knowledge, threatened which in any way challenges the validity of, or seeks to revoke, condition or restrict any such License.
Sample 1
Licenses, Accreditation and Regulatory Approvals. Except as disclosed in the Horizon/CMS Documents, Horizon/CMS and the Horizon/CMS Subsidiaries and Horizon/CMS Other Entities hold all licenses, permits, certificates of need and other regulatory approvals which are required by law with respect to their businesses, operations and facilities as they are currently or presently conducted or operated, except where the failure to possess such licenses would not have a material adverse effect on Horizon/CMS (collectively, the "Horizon/CMS Licenses"). Except with respect to those Horizon/CMS Licenses for which renewal applications have been filed by Horizon/CMS, the Horizon/CMS Subisidiaries or the Horizon/CMS Other Entities and which are being processed by the applicable regulatory authorities, all such Horizon/CMS Licenses are in full force and effect, and Horizon/CMS is in substantial compliance with all conditions and requirements of the Horizon/CMS Licenses and with all rules and regulations relating thereto. Horizon/CMS, the Horizon/CMS Subsidiaries and the Horizon/CMS Other Entities are, to the extent applicable to their operations, (i) eligible to receive payment under Titles XVIII and XIX of the Social Security Act,
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Related to Licenses, Accreditation and Regulatory Approvals

  • Governmental and Regulatory Approvals Other than the filing of the Articles of Merger provided for under Section 1.3, all consents, approvals and actions of, filings with and notices to any Governmental Entity required by the Company, Parent or any of their subsidiaries under applicable law or regulation to consummate the Merger and the transactions contemplated by this Agreement, the failure of which to be obtained or made would result in a material adverse effect on Parent’s ability to conduct the business of the Company in substantially the same manner as presently conducted, shall have been obtained or made (all such approvals and the expiration of all such waiting periods, the “Requisite Regulatory Approvals”).

  • Regulatory Approvals (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Reporting Obligations and Regulatory Approvals Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • LICENSING, ACCREDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Contract.

  • Permits and Approvals Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

  • Licensing and Accreditation Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and the Restricted Subsidiaries, and to the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider (i) has obtained (or been duly assigned) all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) has obtained and maintains accreditation from one or more generally recognized accreditation agencies where such accreditation is customary in the industry in which it is engaged; (iii) in the case of each HMO Subsidiary, has entered into and maintains in good standing its contract with CMS or such other agreement to be able to provide managed health care services to Medicare or Medicaid; and (iv) has taken all necessary action to obtain, preserve and maintain each certificate of authority, license, permit, authorization and other approval of any Governmental Authority required for the conduct of its business and material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited, including action to obtain, preserve and maintain with respect to each HMO Subsidiary all certificates of authority, licenses, permits, authorizations and other approvals required under the HMO Regulations or other regulations issued by the applicable Governmental Authority, including approvals required to ensure that such HMO Subsidiary and Insurance Subsidiary is eligible for all reimbursements available under the HMO Regulations or other regulations issued by the applicable Governmental Authority, and all of such certificates, licenses, permits, authorizations or approvals are in full force and effect and have not been revoked or suspended or otherwise limited. To the knowledge of the Responsible Officers of the Loan Parties, each Contract Provider is duly licensed (where license is required) by each state or state agency or commission, or any other Governmental Authority having jurisdiction over the provisions of such services by such Person in the locations in which the Loan Parties conduct business, required to enable such Person to provide the professional services provided by such Person and otherwise as is necessary to enable the Loan Parties to operate as currently operated and as presently contemplated to be operated except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Responsible Officers of the Loan Parties, all such required licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

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