Common use of Licensing Matters Clause in Contracts

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's right to contest any matter described in this paragraph, provided such protest is timely and properly pursued and does not delay any Closing hereunder.

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 "Pre-Closing 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 Closingcosts. However, Seller shall have the right to promptly approve any third party whose services control the manner in which such conditions are engaged to resolve any condition described above resolved provided such conditions are all satisfied to the extent satisfaction of the cost Governmental Authority prior to resolve Closing. Purchaser shall not actively encourage a finding that there are any such condition exceeds $10,000, such approval not to conditions that must be unreasonably withheldresolved. (b) In connection with any Pre-Closing Licensing SurveySurvey and any other re-licensing matters, 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 consent of any Governmental ApprovalsAuthority. (c) With respect to (i) any Pre-Closing Licensing SurveySurvey prior to Closing, and (ii) any other survey or other relicensing inspection by any Governmental Authority conducted at any time during the three (3) month period after the applicable Closing Date for any Facility as a result of Purchaser's application for Governmental Approvalschange of ownership or change of operator, as applicable, Seller agrees to be responsible for all citations and/or deficiencies attributable to (i) solely to pre-closing activities that violate a healthcare statute, rule or regulation (and which violation did not first occur after the Closing Date) and and/or (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's right to contest any matter described in this paragraph, provided such protest is timely and properly pursued and does not delay any Closing hereunder.

Licensing Matters. If Landlord intends to make the Operating Business Election, Landlord and all of its applicable Affiliates and representatives (such parties, “Landlord Proposed Licensed Parties”) shall make, no later than (i) fifteen (15) months prior to the Base Term Expiration Date or (ii) if Landlord has exercised the Extension Option in accordance with Section 1.2, no later than fifteen (15) months prior to the Extension Term Expiration Date, all applications and filings with the applicable Governmental Entities as necessary to obtain all Gaming Approvals and Liquor Approvals (each as defined in the Operating Business Schedule). Landlord shall promptly provide to Tenant evidence of the making of all such applications and filings with the applicable Governmental Entities. Landlord shall, and shall cause the other Landlord Proposed Licensed Parties to, act diligently and promptly to pursue such Gaming Approvals and Liquor Approvals. Landlord shall use commercially reasonable efforts to schedule and attend any hearings or meetings with the applicable Governmental Entities to obtain the Gaming Approvals and Liquor Approvals as promptly as possible. To the extent practicable, and subject to applicable Legal Requirements, each party will consult with the other party with regard to the exchange of information relating to Landlord Proposed Licensed Parties or Tenant, as the case may be, which appear in any filing made with, or written materials submitted to, the Governmental Entities in connection with the transactions contemplated by the Operating Business Schedule. Without limiting the foregoing, Landlord and Tenant will promptly notify the other party of the receipt of comments or requests or other communications from any Governmental Entity relating to the Gaming Approvals or Liquor Approvals, and shall supply the other party with copies of all correspondence between the notifying parties or any of its representatives and the applicable Governmental Entities with respect to the Gaming Approvals or Liquor Approvals (with any competitively sensitive information or personal information of individual applicants being provided on a redacted basis only). Notwithstanding anything in this Section to the contrary, in no event will Landlord or Tenant be entitled to review (a) If confidential information regarding any individual who is an employee, officer, director, member, manager or investor of Landlord Proposed Licensed Parties or Tenant, as applicable, or (b) the other party’s confidential business records, plans, uses or strategies or marketing strategies for the Premises. Landlord and Tenant shall promptly notify each other upon receiving any communication from a Governmental Entity regarding hearings before Governmental Entities related to the Gaming Approvals or Liquor Approvals or which causes such party to reasonably believe that there is a reasonable likelihood that such Gaming Approvals or Liquor Approvals will not be obtained or that the receipt of any such Gaming Approvals or Liquor Approvals will be materially delayed (a “Likely Disapproval/Delay”). In the event that a Likely Disapproval/Delay arises six (6) months prior to the Closing or within one (1) year following any Closing Expiration 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 Landlord shall have the right to promptly approve any third party whose services elect to retain a Licensed Third Party Designee and cause such Licensed Third Party Designee to apply for and obtain such Gaming Approvals and/or Liquor Approvals that are engaged to resolve any condition described above the subject of the Likely Disapproval/Delay no later than thirty (30) days prior to the extent the cost to resolve Expiration Date, in which event 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 Licensed Third Party Designee shall become 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 Landlord Proposed Licensed Party subject to the extent applicable. Seller's responsibility shall include correcting all non-compliances and/or citations, paying any and all fines, providing a Plan above provisions 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's right to contest any matter described in this paragraph, provided such protest is timely and properly pursued and does not delay any Closing hereunderSection 15.7.

Licensing Matters. (a1) If prior to the Closing or within one (1) year following any the Closing Date, there is a cost required to be incurred to resolve or cure any conditions deficiencies or violations of applicable law relating solely to the Facilities, Real Property pre-Closing operation or the Personal Property that existed as ownership of the Closing Date subject to and required by Governmental Authorities as a result of a Facility identified in any survey and/or or re-licensing inspection by any Governmental Authority, which deficiencies or violations are required by any such Government Authority in connection with Purchaser's attempts to obtain be resolved as a condition to New Operator obtaining or maintaining any Governmental Approvals Authorizations (a "“Licensing or Certification Survey"”), Seller Sellers shall bear such costs and shall pay all such costs amounts 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 withheldNew Operator. (b2) In connection with any Licensing or Certification Survey, Seller and Purchaser agree to Sellers shall cooperate fully with each other New Operator 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 ApprovalsAuthorizations. (c3) With respect to (i) any Licensing or Certification 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 New Operator’s application for Governmental ApprovalsAuthorizations, Seller agrees Sellers agree to be responsible for correcting and curing all citations and/or and deficiencies attributable solely to (i) pre-closing Closing Date activities that violate a healthcare statute, rule or regulation (and which violation did not first occur on or after the Closing Date) and (ii) pre-closing Closing Date conditions, and Seller Sellers shall correct and/or pay for such citations and/or and deficiencies to the extent applicable. Seller's Sellers’ responsibility shall include correcting all non-compliances and/or and citations, paying any and all fines, providing a Plan plan of Correction (prior to Closing), correction and providing and bearing the expense for all consultants, staff, materials, supplies and equipment necessary to complete the Plan plan of Correction, 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's right to contest any matter described in this paragraph, provided such protest is timely and properly pursued and does not delay any Closing hereunder.