Common use of LICENSES; PERMITS; CERTIFICATES OF NEED Clause in Contracts

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 subsidiaries have been imposed, formally or informally, by any License issuer during the past twenty-four (24) months. No Seller, director or officer, employee or former employee of the Company, or any person, firm or corporation other than the Company owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any of the Licenses.

LICENSES; PERMITS; CERTIFICATES OF NEED. Schedule 5.10 4.10 sets forth a description of (a) all licenses and other governmental, quasi-governmental or other regulatory permits, authorizations or approvals required for the operation of Company and the Company's business Subsidiaries 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 the Subsidiaries that are now in effect; and (c) each other license, permit, permit or other authorization that is necessary for the operation of the Company's business such agencies (a "License" and collectively, 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 the Subsidiaries as they are it is operated on the date hereof. The Company has delivered made available to Buyer copies of all of the Licenses. Except as set forth on Schedule 5.104.10, the Company and its subsidiaries 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 5.10Liens. Except as set forth on Schedule 5.104.10, each License is in full force and effect, and neither the Company nor any of its subsidiaries 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 the 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 5.104.10; 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 5.104.10, 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 subsidiaries the Subsidiaries have been imposed, formally or informally, by any License issuer during the past twenty-four (24) months. No Seller, director or officer, employee or former employee of the Company, or any person, firm or corporation other than the Company owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any of the Licenses.

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; and (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, accreditation 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 permits, accreditations and authorizations necessary to the operation of the business businesses 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 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 whatsoeverLiens. 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 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 Neither the operation of the Company or any of its subsidiaries have been imposed, formally or informally, by any License issuer during the past twenty-four (24) months. No Seller, nor any director or officer, employee or former employee of the Company, or nor any person, firm or corporation other than the Company owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any of the Licenses.

LICENSES; PERMITS; CERTIFICATES OF NEED. Schedule 5.10 sets forth a description of (a) all material 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; and (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 effect (a "License" and collectively, the "Licenses"). The Licenses constitute all of the material governmental, quasi-governmental and regulatory licenses, permits and authorizations necessary to the operation of the business businesses 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 The Company and its subsidiaries own, possess or otherwise have the exclusive legal right to use the LicensesLicenses (subject to the terms thereof) , 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 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 subsidiaries have been imposed, formally or informally, by any License issuer during the past twenty-four (24) months. No Seller, director or officer, employee or former employee of the Company, or any person, firm or corporation other than the Company owns or has any proprietary, financial or other interest, direct or indirectindirect (other than through the Company), in whole or in part in any of the Licenses.

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 CompanyArcadia's business businesses that are now in effect, including all certificates of occupancy issued with respect to the CompanyArcadia's businessbusinesses; (b) all Certificates of Need issued with respect to the home health agencies of the Company Arcadia's 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 CompanyArcadia's business businesses (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 businesses of the Company Arcadia and its subsidiaries as they are operated on the date hereof. The Company Arcadia has delivered to Buyer copies of all of the Licenses. Except as set forth on Schedule 5.10, the Company Arcadia 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 Arcadia is not in material default under any such License, and the Company Arcadia 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 Each License is in full force and effect, and neither the Company Arcadia 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 Arcadia 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 Arcadia or any of its subsidiaries have been imposed, formally or informally, by any License issuer during the past twenty-four (24) months. No Principal Seller, director or officer, employee or former employee of the CompanyArcadia, or any person, firm or corporation other than the Company Arcadia owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part in any of the Licenses.