Operations Transfer Agreements Sample Clauses

Operations Transfer Agreements. (i) The Parties desire that on the Closing Date but subject to Section 4.5 below, (i) the applicable CCRC OpCo-Subs, the applicable BKD Lessees, Existing BKD/HCP Facility Manager and BKD CCRC Manager will provide for the orderly transition of operations of each HCP CCRC Facility and clarify each such party’s responsibilities and obligations with regard to such transfer of operations and management of each HCP CCRC Facility, including financial adjustments relating thereto, pursuant to the terms of an operations transfer agreement in substantially the form attached hereto as Exhibit N (each, a “HCP CCRC Facility OTA,” and collectively,
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Operations Transfer Agreements. (i) Each of the applicable CCRC OpCo-Subs, the BKD Lessees, Existing BKD/HCP Facility Manager and BKD CCRC Manager shall enter into the HCP CCRC Facility OTA; (ii) Each of the applicable CCRC OpCo-Subs, the BKD CCRC Subs, Existing BKD/HCP Facility Manager, BKD CCRC Manager and, as applicable, Brookdale shall enter into the BKD CCRC Facility OTA; and (iii) Brookdale shall enter into the Brookdale HCP CCRC Facility OTA Guaranty.
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Operations Transfer Agreements. (i) Each of the RIDEA OpCo-Subs, the E Lessees and BKD RIDEA Manager shall enter into the E Facility OTA; (ii) Brookdale shall enter into the Brookdale E Facility OTA Guaranty.
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Operations Transfer Agreements. Copies of the Operations Transfer Agreements and such agreements between Lender and Old Operators as Lender shall require.
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Operations Transfer Agreements. 36 6.7 Title Reports; Real Property Surveys; Liens Searches.................... 36
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Operations Transfer Agreements. Purchaser shall take such actions at the direction of Seller as Seller shall reasonably request to enforce all rights under the Operations Transfer Agreements. Neither Purchaser nor any Acquired Subsidiary shall after the Closing compromise or settle any claim arising under any Operations Transfer Agreement without first notifying Purchaser at least ten (10) Business Days prior to entering into such compromise or settlement and shall refrain from effecting any compromise or settlement as to which Seller shall reasonably object on grounds that it would adversely affect Seller. In no event shall Purchaser or any Acquired Subsidiary settle or compromise any of the matters listed on Schedule 6.6 without Seller's prior written consent. Purchaser shall take all steps requested by Seller, at Seller's expense, to effect any settlement or compromise of the matters listed on Schedule 6.6, and any such settlement or compromise shall be for the benefit of Seller and not for the benefit of Purchaser or any Acquired Subsidiary. Purchaser shall provide, or shall cause the Acquired Subsidiaries to provide, to Seller copies of any and all correspondence with Sun Healthcare Group, Inc. or its affiliates or representatives that relate in any mater to any Operations Transfer Agreement.
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Operations Transfer Agreements. As defined in Section 48.1.1(b).
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Operations Transfer Agreements. On or before the Execution Date, Purchaser has caused the OTA Transferee with respect to each Facility, and Seller has caused Seller Party with respect to each Facility, to enter into an Operations Transfer Agreement in substantially the form attached hereto as Collective Exhibit K (each, an “OTA”). Seller acknowledges that Regency has executed the OTAs identified in Schedule 3.6 for Facilities where Purchaser has not otherwise produced a third-party operator; Regency may assign such OTAs to third party operators by no later than July 22, 2017, or on such later date as may be permitted under Section 10.4(a) with respect to any Operator Delay Facility.
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Related to Operations Transfer Agreements

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to _______ Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Graceville Correctional Facility and facilities operated by the FDC.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Cooperation Agreement If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Student Agreement It is important that I work to the best of my ability. Therefore, I shall strive to do the following:

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

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