Common use of Licenses and Certifications Clause in Contracts

Licenses and Certifications. Without implying any limitation to the other representations and warranties contained in this Agreement or any of the other Loan Documents, the Property Related Persons have obtained all Licenses necessary under all Governmental Requirements for the operation of the Property as a Facility. With respect to each License, the Property Related Persons possess or have applied for, (i) no material default has occurred or is continuing under the terms thereof, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a material breach of any condition to the issuance, maintenance, renewal and/or continuance thereof, (ii) the Property Related Persons have paid all fees, charges and other expenses to the extent due and payable with respect to, and have provided all information and otherwise complied with all material conditions precedent to, the issuance, maintenance, renewal, and continuance of such License, (iii) none of the Licenses are conditional, provisional, probationary or restricted in any material way, (iv) the Property Related Persons have not received any notice from any Governmental Authority relating to any actual or pending suspension, revocation, restriction, or imposition of any probationary use of such License, nor has any License been materially amended, supplemented, rescinded, terminated, or otherwise modified except as otherwise disclosed in writing to, and approved by, the Lender, (v) no Property Related Person has made any previous assignment of any of the Licenses to any Person, except as security for loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, (vi) no financing statement covering any of the Licenses has been executed by a Property Related Person or is on file in any public office, except for those financing statements relating to loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, and (vii) each License has been issued for a period of at least twelve (12) months from the date of issuance or for such lesser time to the extent the issuance for less than twelve (12) months is not the consequence of any sanctions imposed by any Governmental Authority.

Appears in 3 contracts

Samples: Loan Agreement (American Retirement Corp), Loan Agreement (American Retirement Corp), Loan Agreement (American Retirement Corp)

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Licenses and Certifications. Without implying any limitation to the other representations and warranties contained in this Agreement or any of the other Loan Documents, the Property Related Persons have obtained all Licenses necessary under all Governmental Requirements for the operation of the Property as a Facility. With respect to each License, License the Property Related Persons possess or have applied for, (i) no material default has occurred or is continuing under the terms thereof, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a material breach of any condition to the issuance, maintenance, renewal and/or continuance thereof, (ii) the Property Related Persons have paid all fees, charges and other expenses to the extent due and payable with respect to, and have provided all information and otherwise complied with all material conditions precedent to, the issuance, maintenance, renewal, and continuance of such License, (iii) none of the Licenses are conditional, provisional, probationary or restricted in any material way, (iv) the Property Related Persons have not received any notice from any Governmental Authority relating to any actual or pending suspension, revocation, restriction, or imposition of any probationary use of such License, nor has any License been materially amended, supplemented, rescinded, terminated, or otherwise modified except as otherwise disclosed in writing to, and approved by, the Lender, (v) no Property Related Person has made any previous assignment of any of the Licenses to any Person, except as security for loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, (vi) no financing statement covering any of the Licenses has been executed by a Property Related Person or is on file in any public office, except for those financing statements relating to loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, and (vii) each License has been issued for a period of at least twelve (12) months from the date of issuance or for such lesser time to the extent the issuance for less than twelve (12) months is not the consequence of any sanctions imposed by any Governmental Authority.

Appears in 3 contracts

Samples: Loan Agreement (American Retirement Corp), Loan Agreement (American Retirement Corp), Loan Agreement (American Retirement Corp)

Licenses and Certifications. Without implying any limitation to the other representations and warranties contained in this Agreement or any of the other Loan Documents, the Property Related Persons Borrower and its Subsidiaries have obtained all Licenses necessary or desirable under all Governmental Requirements of Law for the operation of the Property Living Facilities as they are currently being operated, except to the extent such failure to obtain such Licenses could not reasonably be expected to have a FacilityMaterial Adverse Effect. With respect to each License, License the Property Related Persons possess or have applied forBorrower and its Subsidiaries possess, (i) no material default has occurred or is continuing under the terms thereof, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a material breach of any condition to the issuance, maintenance, renewal and/or continuance thereof, (ii) the Property Related Persons Borrower and its Subsidiaries have paid all fees, charges and other expenses to the extent due and payable with respect to, and have provided all information and otherwise complied with all material conditions precedent to, the issuance, maintenance, renewal, and continuance of such License, (iii) none of the such Licenses are conditional, provisional, probationary or restricted in any material way, (iv) the Property Related Persons Borrower and its Subsidiaries have not received any notice from any Governmental Authority relating to any actual or pending suspension, revocation, restriction, or imposition of any probationary use of such License, nor has any such License been materially amended, supplemented, rescinded, terminated, or otherwise modified except as otherwise disclosed in writing to, and approved by, the LenderAdministrative Agent, (v) no Property Related Person has made any previous assignment of any of the Licenses to any Person, except as security for loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, (vi) no financing statement covering any of the Licenses has been executed by a Property Related Person or is on file in any public office, except for those financing statements relating to loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, and (vii) each License has been issued for a period of at least twelve (12) 12 months from the date of issuance or for such lesser time to the extent the issuance for less than twelve (12) 12 months is not the consequence of any sanctions imposed by any Governmental AuthorityAuthority and (vi) each License is and will continue to be held free from restrictions or known conflicts that would materially impair the use or operation of the applicable Living Facility as intended, except, in each case, to the extent the failure to comply with any of the above could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Brookdale Senior Living Inc.), Credit Agreement (Brookdale Senior Living Inc.)

Licenses and Certifications. Without implying any limitation to the other representations and warranties contained in this Agreement or any of the other Loan Documents, the Property Related Persons have The Borrower has obtained all Licenses Licenses. necessary or desirable under all Governmental Requirements for the operation of the Property Premises as a Facility. With respect to each License, License the Property Related Persons possess Borrower possesses or have has applied for, (i) no material default has occurred or is continuing under the terms thereof, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a material breach of any condition to the issuance, maintenance, renewal and/or continuance thereof, (ii) the Property Related Persons have Borrower has paid all fees, charges and other expenses to the extent due and payable with respect to, and have has provided all information and otherwise complied with all material conditions precedent to, the issuance, . maintenance, renewal, renewal and continuance of such License, (iii) none of the Licenses are conditional, provisional, probationary or restricted in any material way, except temporarily as a result of the change in ownership, (iv) the Property Related Persons have Borrower has not received any notice from any Governmental Authority relating to any actual or pending suspension, revocation, restriction, or imposition of any probationary use of such License, nor has any License been materially amended, supplemented, rescinded, terminated, or otherwise modified except as otherwise disclosed in writing to, and approved by, the Lender, (v) no Property Related Person the Borrower has not made any previous assignment of any of the Licenses to any Person, except as security for loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, (vi) no financing statement covering any of the Licenses has been executed by a Property Related Person the Borrower or is on file in any public office, except for those financing statements relating to loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, and (vii) each License has been issued for a period of at least twelve (12) months from the date of issuance or for such lesser time to the extent the issuance for less than twelve (12) months is not the consequence of any sanctions imposed by any Governmental Authority.

Appears in 1 contract

Samples: Loan Agreement (Emeritus Corp\wa\)

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Licenses and Certifications. Without implying any limitation to the other representations and warranties contained in this Agreement or any of the other Loan Documents, the Property Facility Related Persons have obtained all Licenses necessary or desirable under all Governmental Requirements for the operation of the Property Facilities as a Facilitythey are currently being operated. With respect to each License, License the Property Facility Related Persons possess or have applied for, (i) no material default has occurred or is continuing under the terms thereof, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a material breach of any condition to the issuance, maintenance, renewal and/or continuance thereof, (ii) the Property Facility Related Persons have paid all fees, charges and other expenses to the extent due and payable with respect to, and have provided all information and otherwise complied with all material conditions precedent to, the issuance, maintenance, renewal, and continuance of such License, (iii) none of the Licenses are conditional, provisional, probationary or restricted in any material way, (iv) the Property Facility Related Persons have not received any notice from any Governmental Authority relating to any actual or pending suspension, revocation, restriction, or imposition of any probationary use of such License, nor has any License been materially amended, supplemented, rescinded, terminated, or otherwise modified except as otherwise disclosed in writing to, and approved by, the LenderAgent, (v) no Property Facility Related Person has made any previous assignment of any of the Licenses to any Person, except as security for loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, (vi) no financing statement covering any of the Licenses has been executed by a Property Facility Related Person or is on file in any public office, except for those financing statements relating to loans and other financial accommodations, if any, which are to be paid with the proceeds of the Loan and are to be terminated promptly following the date hereof, and (vii) each License has been issued for a period of at least twelve (12) months from the date of issuance or for such lesser time to the extent the issuance for less than twelve (12) months is not the consequence of any sanctions imposed by any Governmental Authority.

Appears in 1 contract

Samples: Loan Agreement (Brookdale Senior Living Inc.)

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