LICENSES; PERMITS; CERTIFICATES OF NEED Sample Clauses

LICENSES; PERMITS; CERTIFICATES OF NEED. Schedule 5.10 sets forth a description of (a) all licenses and other governmental or other regulatory permits, authorizations or approvals required for the operation of the Company's business that are now in effect, including all certificates of occupancy issued with respect to the Company's business; (b) all Certificates of Need issued with respect to the home health agencies of the Company and its subsidiaries that are now in effect; and (c) each other license, permit, or other authorization that is necessary for the operation of the Company's business (a "License" and collectively, the "Licenses"). The Licenses constitute all of the governmental, quasi-governmental and regulatory licenses, permits and authorizations necessary to the operation of the business of the Company and its subsidiaries as they are operated on the date hereof. The Company has delivered to Buyer copies of all of the Licenses. Except as set forth on Schedule 5.10, the Company and its subsidiaries own, possess or otherwise have the exclusive legal right to use the Licenses, free and clear of all liens, pledges, claims or other encumbrances of any nature whatsoever. The Company is not in material default under any such License, and the Company and its subsidiaries have not received any notice of any material default or any other material claim or proceeding relating to any such License, except as set forth on Schedule 5.10. Except as set forth on Schedule 5.10, each License is in full force and effect, and neither the Company nor any of its subsidiaries has received written notice of any proceeding to terminate or suspend any License or of any condition or event (other than survey deficiencies which singly or in the aggregate would not be material to any home health agency that the Company or any of its subsidiaries operates) which, if uncured, would result in the termination or suspension of any License. None of the Licenses are: (a) provisional, probationary, or restricted in any way except to the extent qualified by any outstanding deficiencies or citations, particulars of which have been set forth on Schedule 5.10; or (b) subject to any investigation, cancellation, impairment, limitation, order, complaint, proceeding, or suspension nor is such threatened or pending. Except as set forth on Schedule 5.10, all Licenses are in full force and effect. No conditions not generally applicable to home health agencies requiring changes in the operation of the Company or any of its subsidiar...
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LICENSES; PERMITS; CERTIFICATES OF NEED. Schedule 5.10 sets forth a description of each license, approval, permit, right or other authorization, other than immaterial local business licenses, that is necessary for the operation of any part of the Business (collectively, the "LICENSES"). The Company has delivered to Buyer true, correct and complete copies of all of the Licenses and the applications therefor. Schedule 5.10 also sets forth a description of each accreditation of the Business, copies of which the Principal Shareholders have delivered to Buyer. The Company or one of the Subsidiaries, as applicable, owns, possesses or has the legal right to use the Licenses, free and clear of all Liens. None of the Company and the Subsidiaries is in default under, and none of the Company and the Subsidiaries has received any notice of any claim or default or any other claim or proceeding relating to, any such License. Except as set forth on Schedule 5.10, none of the Licenses will expire prior to the first anniversary of the Closing Date or which may not be renewed in the ordinary course of business. The Business is, as it is currently conducted, licensed by all Governmental Authorities from which Licenses are required to carry on the Business. No stockholder, director or officer, employee or former employee of the Company or any Subsidiary, or any other person, firm or entity owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any License, except for the licensors to the Company or Subsidiary, and except for licenses of employees described on Schedule 5.10 as such.
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LICENSES; PERMITS; CERTIFICATES OF NEED. Schedule 5.10 sets forth a description of each license, approval, permit, right or other authorization, other than immaterial local business licenses, that is necessary for the operation of any part of the Business (collectively, the "LICENSES"). The Company and Medi-Serve have delivered to Buyer true, correct and complete copies of all of the Licenses and the applications therefor. Schedule 5.10 also sets forth a description of each accreditation of the Business, copies of which the Shareholder has delivered to Buyer. The Company, Medi-Serve or one of the Subsidiaries, as applicable, owns, possesses or has the legal right to use the Licenses, free and clear of all Liens. None of the Company, Medi-Serve and the Subsidiaries is in default under, and none of the Company, Medi-Serve and the Subsidiaries has received any notice of any claim or default or any other claim or proceeding relating to, any such License. Except as set forth on Schedule 5.10, none of the Licenses will expire prior to the first anniversary of the Closing Date or which may not be renewed in the ordinary course of business. The Business is, as it is currently conducted, licensed by all Governmental Authorities from which Licences are required to carry on the Business. No stockholder, director or officer, employee or former employee of the Company, Medi-Serve or any Subsidiary, or any other person, firm or entity owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any License, except for the licensors to the Company, Medi-Serve or each Subsidiary, and except for licenses of employees described on Schedule 5.10 as such.
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LICENSES; PERMITS; CERTIFICATES OF NEED. Schedule 4.10 sets forth a description of (a) each license and all other permits and approvals of Governmental Authorities relating to the operation of any part of the Business heretofore obtained and that is now in effect; and (b) each other license, permit, easement, right or other authorization that is necessary for the operation of any part of the Business (collectively, the "Licenses"). Seller has delivered to Buyer true, correct and complete copies of all of the Licenses and the applications therefor. Schedule 4.10 also sets forth a description of each accreditation of the Business, copies of which Sellers have delivered to Buyer. Sellers own, possess or have the legal right to use the Licenses, free and clear of all Liens. No Seller is in default under, and no Seller has received any notice of any claim or default or any other claim or proceeding relating to, any such License. The Business is fully and completely licensed by all appropriate Governmental Authorities to carry on all aspects of the Business. No member, director or officer, employee or former employee of either Seller, or any other person, firm or entity owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any such License owned, possessed or used in the operation of any aspect of the Business.
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LICENSES; PERMITS; CERTIFICATES OF NEED. Rotech and each Rotech Subsidiary, as applicable, hold all licenses, certificates of need, and other governmental or other regulatory permits, authorizations or approvals required for the operation of Rotech's business ("Licenses"). Exhibit 3.15 to the Rotech Disclosure Schedule sets forth a description of all Licenses that are material to the operation of the business of Rotech or any of the Rotech Subsidiaries. Rotech and the Rotech Subsidiaries own, possess or otherwise have the exclusive legal right to use the Licenses, free and clear of all liens, pledges, claims or other encumbrances of any nature whatsoever. Rotech and the Rotech Subsidiaries are not in material default under any such License, and neither Rotech nor any Rotech Subsidiary has received any notice of any material default or any other material claim or proceeding relating to any such License. Each License is in full force and effect, and neither Rotech nor any of the Rotech Subsidiaries has received written notice of any proceeding to terminate or suspend any License or of any condition or event which, if uncured, would result in the termination or suspension of any License. Any and all past litigation concerning any Licenses, and all claims and causes of action raised therein, have been finally adjudicated, and in the case of such litigation finally adjudicated since the date of the Rotech Balance Sheet, such adjudication has not had a material adverse effect on Rotech or any Rotech Subsidiary. Except as set forth on Exhibit 3.15 to the Rotech Disclosure Schedule, no License has been revoked, conditioned (except as may be customary) or restricted, and no action (equitable, legal, or administrative), arbitration or other process is pending, or to the best knowledge of Rotech, threatened, which in any way challenges the validity of, or seeks to revoke, condition, or restrict any License.
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LICENSES; PERMITS; CERTIFICATES OF NEED. Each of Seller and IHS has all material licenses and other permits and approvals of any Governmental Authority necessary for Seller to operate the Business ("Licenses"), including any such Licenses required by the Federal Food and Drug Administration ("FDA"), the Federal Drug Enforcement Agency ("DEA"), the State Pharmacy Boards ("State Boards"), and the Medicare or Medicaid programs, as are necessary for the operation of the Business as presently conducted and the ownership of the Assets. Schedule 4.8 sets forth a complete and accurate list of each such License, and all such Licenses are validly held by Seller and are in full force and effect. Seller is in compliance with all Licenses identified on Schedule 4.8, except for such noncompliance which, individually or in the aggregate, would not have a Material Adverse Effect.
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LICENSES; PERMITS; CERTIFICATES OF NEED. Schedule 4.10 sets forth a description of (a) each license and all other permits and approvals of Governmental Authorities relating to the operation of any part of the Business heretofore obtained and that is now in effect, including, without limitation, certifications for participation or enrollment in, and all provider contracts and numbers with respect to, all Medicare and Medicaid programs and other third party reimbursement sources, and all other approvals required for capital reimbursement; and (b) each other license, permit, easement, right or other authorization that is necessary for the operation of any part of the Business (collectively, the "LICENSES"). Seller has delivered to Buyer true, correct and complete copies of all of the Licenses and the applications therefor. Schedule 4.10 also sets forth a description of each accreditation of the Business, copies of which Sellers have delivered to Buyer. Sellers or, to the extent described on Schedule 4.10, Sellers' employees, own, possess or have the legal right to use the Licenses, free and clear of all Liens other than as set forth on Schedule 4.10. No Seller, and no licensed employee of any Seller, is in default under, and no Seller has received any notice of any claim or default or any other claim or proceeding relating to, any such License. The Sellers are fully and completely licensed by all appropriate Governmental Authorities to carry on all aspects of the Business. Except to the extent described on Schedule 4.10, no shareholder, director or officer, employee or former employee of either Seller, or any other person, firm or entity owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any such License owned, possessed or used in the operation of any aspect of the Business.
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Related to LICENSES; PERMITS; CERTIFICATES OF NEED

  • Licenses, Permits, Etc (a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.

  • Licenses; Permits (a) Each Loan Party has obtained all permits, licenses and other authorizations which are required with respect to the ownership and operations of its business except where the failure to obtain such permits, licenses or other authorizations, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Loan Party is in material compliance with all terms and conditions of all such permits, licenses, orders and authorizations, and is also in compliance with all Applicable Laws, except where the failure to comply with such terms, conditions or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Certificates of Compliance The Company shall provide, from time to time upon request of the Dealer Manager, certificates of its chief executive officer and chief financial officer of compliance by the Company of the requirements of this Agreement.

  • Certificates of Good Standing Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes.

  • 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.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Permits and Licenses 9.1 Attach copies of all Hazardous Materials permits and licenses including a Transporter Permit number issued to your company with respect to its proposed operations in, on or about the Premises, including, without limitation, any wastewater discharge permits, air emissions permits, and use permits or approvals. Existing tenants should attach copies of any new permits and licenses as well as any renewals of permits or licenses previously issued. The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials Disclosure Certificate is being delivered in connection with, and as required by, Landlord in connection with the evaluation and finalization of a Lease Agreement and will be attached thereto as an exhibit; (B) that this Hazardous Materials Disclosure Certificate is being delivered in accordance with, and as required by, the provisions of Section 29 of the Lease Agreement; and (C) that Tenant shall have and retain full and complete responsibility and liability with respect to any of the Hazardous Materials disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's receipt and/or approval of such certificate. Tenant further agrees that none of the following described acts or events shall be construed or otherwise interpreted as either (a) excusing, diminishing or otherwise limiting Tenant from the requirement to fully and faithfully perform its obligations under the Lease with respect to Hazardous Materials, including, without limitation, Tenant's indemnification of the Indemnitees and compliance with all Environmental Laws, or (b) imposing upon Landlord, directly or indirectly, any duty or liability with respect to any such Hazardous Materials, including, without limitation, any duty on Landlord to investigate or otherwise verify the accuracy of the representations and statements made therein or to ensure that Tenant is in compliance with all Environmental Laws; (i) the delivery of such certificate to Landlord and/or Landlord's acceptance of such certificate, (ii) Landlord's review and approval of such certificate, (iii) Landlord's failure to obtain such certificate from Tenant at any time, or (iv) Landlord's actual or constructive knowledge of the types and quantities of Hazardous Materials being used, stored, generated, disposed of or transported on or about the Premises by Tenant or Tenant's Representatives. Notwithstanding the foregoing or anything to the contrary contained herein, the undersigned acknowledges and agrees that Landlord and its partners, lenders and representatives may, and will, rely upon the statements, representations, warranties, and certifications made herein and the truthfulness thereof in entering into the Lease Agreement and the continuance thereof throughout the term, and any renewals thereof, of the Lease Agreement.

  • Permits, Etc Each Loan Party has, and is in material compliance with, all permits, licenses, authorizations, approvals, entitlements, and accreditations required for such Person lawfully to own, lease, manage, or operate, or to acquire, each business currently owned, leased, managed, or operated, or to be acquired, by such Person, which, if not obtained, could reasonably be expected to have a Material Adverse Effect. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture, or non-renewal of any such permit, license, authorization, approval, entitlement, or accreditation, and there is no claim that any thereof is not in full force and effect, except, to the extent any such condition, event, or claim could not be reasonably expected to have a Material Adverse Effect.

  • Actions; Orders; Permits There is no pending or, to the Knowledge of the Purchaser, threatened material Action to which the Purchaser is subject which would reasonably be expected to have a Material Adverse Effect on the Purchaser. There is no material Action that the Purchaser has pending against any other Person. The Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. The Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Purchaser.

  • Compliance with Laws, Contracts, Licenses, and Permits The Borrower will, and will cause each of its Subsidiaries to, comply with (a) the applicable laws and regulations wherever its business is conducted, including all Environmental Laws, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, (b) the provisions of its charter documents and by-laws, (c) all agreements and instruments by which it or any of its properties may be bound, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, and (d) all applicable decrees, orders, and judgments. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agents and the Lenders with evidence thereof.

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