Common use of Operating Agreements and Management Contracts Clause in Contracts

Operating Agreements and Management Contracts. The Borrowers have furnished to the Administrative Agent photocopies of all material Operating Agreements and Management Contracts entered into with respect to the Facilities, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers further represent and warrant to the Lenders that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Management Contract or Operating Agreement, (c) the Borrowers have not made any previous assignment of any Operating Agreements and Management Contracts to any Person, and (d) no financing statement covering any of the Operating Agreements and Management Contracts is on file in any public office, except financing statements in favor of the Lenders in connection with the Credit Facility.

Appears in 3 contracts

Samples: Financing and Security Agreement (Sunrise Assisted Living Inc), Financing and Security Agreement (Sunrise Assisted Living Inc), Financing and Security Agreement (Sunrise Assisted Living Inc)

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Operating Agreements and Management Contracts. The Borrowers have Borrower has furnished to the Administrative Agent photocopies of all material Operating Agreements and Management Contracts entered into with respect to the Facilities, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers Borrower further represent represents and warrant warrants to the Lenders that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Management Contract or Operating Agreement, (c) the Borrowers have Borrower has not made any previous assignment of any Operating Agreements, Management Contracts, Management Agreements and or Management Contracts Lease to any Person, and (d) no financing statement covering any of the Operating Agreements and Agreements, Management Contracts Contracts, Management Agreement or Management Leases is on file in any public office, except financing statements in favor of the Lenders in connection with the Credit Facility.

Appears in 2 contracts

Samples: Financing and Security Agreement (Alternative Living Services Inc), Financing and Security Agreement (Alternative Living Services Inc)

Operating Agreements and Management Contracts. The Borrowers have Borrower has furnished or caused SSLMI to the Administrative Agent furnish to Lender photocopies of all material Operating Agreements and Management Contracts entered into with respect to the FacilitiesFacility, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers Borrower further represent represents and warrant warrants to the Lenders Lender that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Operating Agreement and Management Contract or Operating AgreementContract, (c) the Borrowers have Borrower has not made any previous assignment of any the Operating Agreements and Management Contracts to any Person, and (d) no financing statement covering any of the Operating Agreements and Management Contracts is on file in any public office, office except financing statements in favor of the Lenders in connection with the Credit FacilityLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Sunrise Senior Living Inc)

Operating Agreements and Management Contracts. The Borrowers Guarantors have furnished to the Administrative Agent photocopies of all material Operating Agreements and Management Contracts entered into with respect to the Facilities, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers Guarantors further represent and warrant to the Lenders that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Management Contract or Operating Agreement, (c) the Borrowers Guarantors have not made any previous assignment of any Operating Agreements and Management Contracts to any Person, and (d) no financing statement covering any of the Operating Agreements and Management Contracts is on file in any public office, except financing statements in favor of the Lenders in connection with the Credit Facility.

Appears in 1 contract

Samples: Sunrise Assisted Living Inc

Operating Agreements and Management Contracts. The Borrowers have furnished to the Administrative Agent Lender photocopies of all material Operating Agreements and Management Contracts entered into with respect to the Facilities, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers further represent and warrant to the Lenders Lender that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Management Contract or Operating Agreement, (c) the Borrowers have not made any previous assignment of any Operating Agreements and Management Contracts to any Person, and (d) no financing statement covering any of the Operating Agreements and Management Contracts is on file in any public office, except financing statements in favor of the Lenders Lender in connection with the Credit Facility.

Appears in 1 contract

Samples: Financing and Security Agreement (Sunrise Assisted Living Inc)

Operating Agreements and Management Contracts. The Borrowers have Borrower has furnished or caused SALXX xx furnish to the Administrative Agent Lender photocopies of all material Operating Agreements and Management Contracts entered into with respect to the FacilitiesFacility, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers Borrower further represent represents and warrant warrants to the Lenders Lender that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Operating Agreement and Management Contract or Operating AgreementContract, (c) the Borrowers have Borrower has not made any previous assignment of any the Operating Agreements and Management Contracts to any Person, and (d) no financing statement covering any of the Operating Agreements and Management Contracts is on file in any public office, office except financing statements in favor of the Lenders in connection with the Credit FacilityLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Sunrise Assisted Living Inc)

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Operating Agreements and Management Contracts. The Borrowers have furnished to the Administrative Agent photocopies of all material Operating Agreements and Management Contracts entered into with respect to the Facilities, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers further represent and warrant to the Lenders that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Management Contract or Operating Agreement, (c) the Borrowers have not made any previous assignment of any Operating Agreements and 50 57 Management Contracts to any Person, and (d) no financing statement covering any of the Operating Agreements and Management Contracts is on file in any public office, except financing statements in favor of the Lenders in connection with the Credit Facility.

Appears in 1 contract

Samples: Financing and Security Agreement (Sunrise Assisted Living Inc)

Operating Agreements and Management Contracts. The Borrowers have Borrower has furnished or caused SSLMI to the Administrative furnish to Agent photocopies of all material Operating Agreements and Management Contracts entered into with respect to the FacilitiesFacility, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers Borrower further represent represents and warrant warrants to the Lenders Agent that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Operating Agreement and Management Contract or Operating AgreementContract, (c) the Borrowers have Borrower has not made any previous assignment of any the Operating Agreements and Management Contracts to any Person, and (d) no financing statement covering any of the Operating Agreements and Management Contracts is on file in any public office, office except financing statements in favor of Agent, for the Lenders in connection with the Credit Facilityratable benefit of Lenders.

Appears in 1 contract

Samples: Loan and Security Agreement (Sunrise Senior Living Inc)

Operating Agreements and Management Contracts. The Borrowers have furnished to the Administrative Agent photocopies of all material Operating Agreements and Management Contracts entered into with respect to the Facilities, and all amendments, supplements and modifications thereto including, without limitation, the Management Agreement. The Borrowers Each Borrower further represent represents and warrant warrants to the Lenders that (a) all of the material Operating Agreements and Management Contracts are or will be at the time of execution and delivery thereof valid and binding on the parties thereto and in full force and effect, (b) no Default or Event of Default has occurred or is continuing under the terms of any of the material Operating Agreements and Management Contracts, and no party thereto has attempted or threatened to terminate any such Management Contract or Operating Agreement, (c) the Borrowers have not no Borrower has made any previous assignment of any Operating Agreements, Management Contracts, Management Agreements and or Management Contracts Lease to any Person, and (d) no financing statement covering any of the Operating Agreements and Agreements, Management Contracts Contracts, Management Agreement or Management Leases is on file in any public office, except financing statements in favor of the Lenders in connection with the Credit Facility.

Appears in 1 contract

Samples: Financing and Security Agreement (American Retirement Corp)

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