Licensing Matters. (a) If prior to the Closing or within one (1) year following any Closing Date, there is a cost incurred to resolve any conditions relating to the Facilities, Real Property or the Personal Property that existed as of the Closing Date subject to and required by Governmental Authorities as a result of a survey and/or re-licensing inspection by any Governmental Authority in connection with Purchaser's attempts to obtain Governmental Approvals (a "Licensing Survey"), Seller shall bear all such costs to the extent they are based on Applicable Laws in effect as of the relevant Closing Date for the applicable Facility and the condition of the relevant Facility(ies) as of Closing. Seller shall have the right to promptly approve any third party whose services are engaged to resolve any condition described above to the extent the cost to resolve such condition exceeds $10,000, such approval not to be unreasonably withheld. (b) In connection with any Licensing Survey, Seller and Purchaser agree to cooperate fully with each other in preparing, filing, prosecuting, and taking any other actions with respect to any applications, requests, or actions that are or may be reasonable and necessary to obtain the Governmental Approvals. (c) With respect to (i) any Licensing Survey, and (ii) any other survey or other relicensing inspection by any Governmental Authority conducted at any time after the applicable Closing Date for any Facility as a result of Purchaser's application for Governmental Approvals, Seller agrees to be responsible for all citations and/or deficiencies attributable to (i) pre-closing activities that violate a healthcare statute, rule or regulation (and which violation did not first occur after the Closing Date) and (ii) pre-closing conditions, and Seller shall correct and/or pay for such citations and/or deficiencies to the extent applicable. Seller's responsibility shall include correcting all non-compliances and/or citations, paying any and all fines, providing a Plan of Correction (prior to Closing), providing and bearing the expense for all consultants, staff, materials, supplies and equipment necessary to complete the Plan of Correction, and achieve full compliance. To the extent that such corrections cannot be completed prior to Closing, then Seller shall be required to place in escrow an amount equal to one hundred percent (100%) of the reasonable estimated cost of the corrections required in the Plan of Correction. Nothing herein shall limit Seller'...
Licensing Matters. (a) Seller shall maintain: (i) all Licenses issued and administered by any regulatory authority related to the Assets. Seller covenants and agrees to maintain such license, where it exists and is necessary.
Licensing Matters. Schedule 2.1(n) sets forth a true, correct and complete list of all License Agreements to which any Seller is a party or by which any Seller or its properties is bound, copies of which are available to Purchaser to review. All of the License Agreements are in full force and effect and are valid and binding obligations of a Seller and enforceable against it and the other parties thereto in accordance with their respective terms, subject to certain equitable and other defenses by counterparties to certain of such License Agreements. Except as set forth in Schedule 3.21(a), all License Agreements comply in all material respects with all applicable Laws, and no party to a License Agreement has asserted any right of rescission or set- off, counterclaim or defense.
Licensing Matters. (a) Seller covenants that it shall maintain any required licenses issued and administered by any governmental or other applicable authority in order to operate the Assets.
Licensing Matters. With respect to the Premises, the Operator Licenses represent (to Tenant's knowledge) all of the licenses, permits, and approvals necessary in order to operate the Premises as independent living and assisted living facilities (as applicable), and Tenant has obtained (or shall cause to be obtained prior to the Commencement Date) all Operator Licenses. Notwithstanding the foregoing, Tenant makes no representation that it shall be able to obtain permanent replacement licenses of the sort described in Schedule 10.31.3 attached hereto prior to the Commencement Date, but agrees to use all commercially reasonable efforts to do so and to obtain any and all provisional Permits and Authorizations as may be necessary or appropriate in connection therewith as soon as is possible. If any such licenses shall not have been obtained prior to the Commencement Date, then Tenant shall diligently and continuously pursue such licenses from and after the Commencement Date.
Licensing Matters. (a) Interest Holders shall maintain: (i) all licenses issued and administered by any regulatory authority until such time as TPT can change title to Purchased Assets. Interest Holders covenants and agrees to maintain such licenses.
Licensing Matters. The Administrative Agent shall have (i) reviewed and shall be satisfied with the Loan Parties’ product and brand licensing agreements and (ii) to the extent requested by the Administrative Agent, received Consent to Assignment duly executed by the licensor under each such licensing agreement pursuant to which each such licensor shall have consented to the collateral assignment by the Borrowers of all of their rights thereunder to the Administrative Agent as security for the Secured Obligations.
Licensing Matters. (a) SDM shall maintain: (i) all Licenses issued and administered by any regulatory authority ____________and covenants and agrees to maintain such license.
Licensing Matters. With respect to each Facility, the Operator Licenses and the Provider Agreements represent all of the licenses, permits, approvals, and provider agreements necessary in order to operate the Facilities as healthcare facilities, and receive regular reimbursement for services rendered under Medicare and Medicaid, and, no other material franchise, license, permit, order or approval of any governmental or quasi-governmental authority is material to or necessary for Seller, Current Owner or any Current Operator to receive regular reimbursement for services rendered under Medicare and Medicaid. Neither Seller, Current Owner, any Current Operators nor any of their respective representatives, officers, directors, agents or employees have been disqualified from participating in either the Medicare or Medicaid programs. Without limitation of the foregoing, none of Seller, Current, Owner, any Current Operators or their respective officers, directors or managing employees or other employees or agents has engaged in any activities which are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare, or any other state health care program. There is no, and there shall continue to be no, threatened, existing or pending revocation, suspension, termination, probation, restriction, limitation or nonrenewal affecting Seller, Current Owners, the Current Operators or the Facilities of any participation or Provider Agreements with Medicare, Medicaid or any Third Party Payor Programs to which Seller, Current Owners or the Current Operators presently or at any time hereafter are subject. All Medicaid, Medicare and private insurance cost reports and financial reports submitted by Seller Current Owner or any Current Operators are and will be materially accurate and complete and have not been and will not be misleading in any material respects. At Closing, the foregoing representation and warranty shall be true and current with respect to the Facilities, Seller, Current Owner, any Current Operators and all of the Operators which will be tenants under the Lease.
Licensing Matters. (a) Upon the request of the Company:
