Licensing Approvals Sample Clauses

Licensing Approvals. Defined in Section 8.1.7 below.
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Licensing Approvals. As of the Contract Date, Buyer has submitted, or caused its designated third-party manager or operator of senior living facilities to submit, a completed application with schedules and required background information to the appropriate licensing authority in order to obtain all licensing approvals and other approvals required by any governmental authority as deemed by Buyer to be required for Buyer or Buyer's manager (or their respective affiliates) to operate each Property, and approvals required to process a change of ownership or new application for Medicaid certification, if
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Licensing Approvals. Purchaser shall have obtained the Licensing Approvals or the interim arrangement contemplated by Section 12 shall be permissible under applicable law.
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Licensing Approvals. Within ninety (90) days of the Contract Date, Buyer has submitted, or caused its designated third-party manager or operator of senior living facilities to submit, a completed application with schedules and required background information to the appropriate licensing authority in order to obtain all licensing approvals and other approvals required by any governmental authority as deemed by Buyer to be required for Buyer or Buyer's manager (or their respective affiliates) to operate each Property, and approvals required to process a change of ownership or new application for Medicaid certification, if applicable ("Licensing Approvals"). Buyer shall diligently pursue in good faith the Licensing Approvals, including without limitation, completing information requested in a timely manner, attaching required information and exhibits to the Licensing Approvals applications and promptly responding to requests made in connection with the Licensing Approvals. If Buyer does not obtain all Licensing Approvals on or before the Closing Date, Seller and Buyer shall enter into a form of transition agreement ("Transition Agreement") with respect to the Properties for which Licensing Approvals are not obtained on or before the Closing Date as may be required pursuant to applicable law or as required by applicable governmental entities. At least five (5) Business Days prior to the Closing Date, Buyer shall deliver a list of Properties to Seller for which Buyer reasonably anticipates the Licensing Approvals will be received by Buyer or Buyer's manager or operator on or before the Closing Date (so that the transition date under the Transition Agreement will be the same date as the Closing Date). If any Licensing Approvals are not obtained on or before the expiration of twelve (12) full calendar months following the Closing, then Seller and Buyer shall renegotiate the Transition Agreements upon such terms and conditions as are reasonably acceptable to Seller and Buyer. For those Properties in states that require that advance notice be given to residents in connection with the transactions contemplated by this Agreement, as soon as practical after the date hereof, Seller will dispatch notification letters prepared by Buyer to each resident of such Properties as may be necessary to comply with and as may be required by applicable law and containing such other information as Buyer may reasonably request, including without limitation information concerning Buyer and/or Buyer's mana...
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Licensing Approvals. In connection with the Merger, the Company shall have filed an application with the appropriate State Agency in each jurisdiction in which the Company is as of the date hereof licensed to transact a mortgage banking, mortgage lending or similar business as set forth in Schedule II attached hereto, and licensing approvals from such State Agencies shall have been obtained by the Company in no fewer than thirty-six (36) of such jurisdictions, which jurisdictions must include the jurisdictions set forth in Schedule I attached hereto. All licensing approvals obtained shall remain in full force and effect, and no licensing approval referred to in this Section 7.01(h) shall contain any condition, restriction or requirement which, either the Purchaser Board or the Parent Purchaser reasonably determines in good faith, would individually or in the aggregate, materially reduce the benefits of the Merger to such a degree that the Purchaser or the Purchaser Parent would not have entered into this Agreement had such condition, restriction or requirement been known at the date hereof.
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Licensing Approvals. By either of the Purchasers if:
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Licensing Approvals. Purchaser shall have obtained the Licensing Approvals.
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Licensing Approvals. Purchaser shall have received evidence from the appropriate licensing authority that all documents and information required for the issuance of the Licensing Approvals have been provided to such licensing authority and that the Licensing Approvals are being processed (which evidence shall be in the form of an electronic mail transmission from such licensing authority confirming the same (the “Licensing Approval Email”)); provided, however, that if the Licensing Approval Email is not delivered within the Closing timeframe set forth herein, the Closing Date may be extended by Purchaser for a reasonable amount of time not to exceed thirty (30) days until the Licensing Approval Email is delivered;
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Related to Licensing Approvals

  • Regulatory Approvals All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

  • Regulatory Filings and Approvals Copies of all necessary governmental and third party approvals, registrations, and filings in respect of the transactions contemplated by this Agreement;

  • 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.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Other Regulatory Approvals Each party hereto shall cooperate and use its reasonable best efforts to promptly prepare and file all necessary documentation to effect all necessary applications, notices, petitions, filings and other documents, and use all reasonable efforts to obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the Offer and the Merger or the taking of any other action contemplated by this Agreement.

  • Third Party Approvals (a) Subject to the terms and conditions of this Agreement, Parent and the Partnership and their respective Subsidiaries will cooperate and use their respective commercially reasonable efforts to prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all Governmental Authorities and third parties necessary to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of such permits, consents, approvals and authorizations and to cause the Merger to be consummated as expeditiously as practicable. Each of Parent and the Partnership has the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authorities in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties agrees to act reasonably and promptly. Each Party agrees that it will consult with the Other Parties with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the Other Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby.

  • 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; Efforts (a) Prior to the Closing, Parent, Merger Sub and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Merger including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger, (ii) the satisfaction of the conditions to consummating the Merger, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Additionally, each of Parent, Merger Sub and the Company shall use reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Merger, the parties hereto shall use reasonable best efforts to effect such transfers.

  • Gaming Approvals If a Gaming Approval Failure occurs, the Put Right shall automatically terminate and be deemed null and void. Each Party shall use good faith, commercially reasonable efforts in order to timely obtain the Requisite Gaming Approvals that it must obtain for the Put Right transaction, and the other Party shall use good faith, commercially reasonable efforts in order to assist such Party in its efforts to timely obtain such Requisite Gaming Approvals. If there is a dispute among the Parties as to whether good faith, commercially reasonable efforts were used throughout the Regulatory Period, such dispute shall be resolved in accordance with the procedures set forth in Section 6 hereof, and such matter shall be submitted to arbitration in accordance with the procedures set forth in Section 6 hereof within twenty (20) days after the expiration of the Regulatory Period. Each Party, at no material unreimbursed expense to such Party, agrees to reasonably cooperate with the other Party and use commercially reasonable efforts to provide Regulatory Approval Supporting Information that is reasonably requested by the other Party, in such Party’s efforts to obtain any necessary regulatory approvals (including, if necessary, Requisite Gaming Approvals).

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

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