Licensure Approvals Sample Clauses

Licensure Approvals. Seller has advised Buyer that Seller currently has and maintains all applicable Required Permits and Licenses as are necessary to operate the Business at the Facility in accordance with all applicable Laws. All Required Permits and Licenses are set forth on Schedule 8.1. To the extent that the transfer of the Assets as contemplated by this Agreement requires that Buyer or Operator or any manager engaged by either of them, as the case may be (the “Prospective Licensee”) obtain certain Approvals and licenses of Governmental Authorities necessary to own, possess, occupy, manage, or operate the Business or the Facility (collectively, the “Licensure Approvals”) in order for Buyer to consummate this Agreement, (i) Buyer shall no later than three (3) days prior to Closing cause the Prospective Licensee(s) to commence actions to file all applications and to take all necessary steps required to obtain such Licensure Approvals and (ii) Seller shall reasonably cooperate with the Prospective Licensees and do all things reasonably practicable to assist each Prospective Licensee in its efforts to obtain any such Licensure Approvals in the name of the Prospective Licensee as soon as reasonably practicable. Seller, at no out of pocket cost or expense to Seller, shall cooperate with each Prospective Licensee prior and subsequent to the Closing in connection with the licensing process. Notwithstanding the foregoing, Seller shall be fully responsible to cure any licensure or regulatory findings or deficiencies relating to the Business or any aspect of the Property or the Facility, its management or operations related to the period prior to the Closing Date. Closing is subject to the Licensure Approval Condition, as more specifically set forth in Sections 13.1(i). Seller further agrees to assist each Prospective Licensee in any post-Closing transition with respect to the Licensure Approvals for a period up to sixty (60) days after the Closing Date.
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Licensure Approvals. Within fifteen (15) days following the date hereof, New Operator will file all applications and other documents required by the State of for the issuance, or transfer to New Operator from Kindred, of all licenses and Permits necessary to operate the Facility under the laws of the State of , which shall include at a minimum the items comprising the Required Permits as defined in Section 12.1(e) (the “Licensure Approvals”). Kindred hereby agrees to provide its reasonable cooperation to New Operator in New Operator’s efforts in obtaining the Licensure Approvals. Upon the reasonable request of Kindred, from time to time New Operator shall advise Kindred of the status of New Operator’s efforts to secure the Licensure Approvals. New Operator shall be responsible for all filing fees and other costs associated with such applications.
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Licensure Approvals. Promptly after the receipt of a fully executed copy of this Agreement, Buyer shall file all applications and other documents required by the State of Ohio for the issuance of all licenses and permits necessary to operate the Facilities under the laws of the State of Ohio (the “Licensure Approvals”). Seller hereby agrees to cooperate with Buyer in obtaining the Licensure Approvals. Buyer shall, from time to time, upon request of Seller, advise Seller of the status of Buyer’s efforts to secure the Licensure Approvals. Seller shall be solely responsible for any and all costs (not to exceed $100,000.00) associated with the change of ownership process including, but not limited to, any physical plant or other changes required to bring the Facilities into compliance with the currently effective licensure and certification or other legal requirements if and to the extent it is not currently in such compliance and such compliance is required as a matter of State or Federal law. To the extent the costs referenced in the preceding sentence exceed $100,000.00 and Seller refuses to pay such excess costs after receipt of written notice from Buyer, Buyer may (i) pay such costs in excess of $100,000.00 or (ii) terminate this Agreement and receive a refund of the Deposit together with accrued interest.
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Related to Licensure Approvals

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • 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.

  • 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.

  • Certain Approvals 19 Section 5.24

  • Project Approvals The Borrower will promptly obtain all Project approvals not heretofore obtained by the Borrower (including those listed and described on ­Exhibit “N” hereto and any other Project Approvals which may hereaf­ter become required, necessary or desirable) and will furnish the Lender with evidence that the Borrower has obtained such Project Approvals promptly upon its request. The Borrower will give all such notices to, and take all such other actions with respect to, such Governmental Authority as may be required under applicable Requirements to construct the Improvements and to use, occupy and operate the Project following the completion of the construction of the Improvements. The Borrower will also promptly obtain all utility installations and connections required for the operation and servicing of the Project for its intended purposes, and will furnish the Lender with evidence thereof. The Borrower will duly perform and comply with all of the terms and conditions of all Project Approvals obtained at any time, including all Project Approvals listed and described on Exhibit “Q” hereto.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Government Approvals All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Partnership and Royale shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Matrix or the Royale Parties and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 6.08 shall require, or be construed to require, the Partnership or Royale or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Royale, the Partnership or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Partnership Material Adverse Effect or a Royale Material Adverse Effect, or which would materially and adversely impact the economic or business benefits to Parent, Royale, Matrix, the Partnership or their respective stockholders or partners, of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

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