Operator Matters. (a) Except as set forth in Schedule 3.24(a), Seller and each Company have been issued and are in good standing with respect to any and all material permits, licenses, regulatory approvals, approvals, accreditations and comparable authorizations (collectively, "Operator Licenses") from all applicable Governmental Authorities (including, but not limited to any Health Department (hereinafter defined)) that are necessary for the use, operation and maintenance of each of the Real Property Assets and the conduct of Seller's or any Company's business therein. Except as set forth in Schedule 3.24(a), neither Seller, any Company nor any Real Property Asset is the subject of any proceeding, examination or to Knowledge of Seller, investigation, by any Health Department or other Governmental Authority concerning an actual or alleged material violation of any laws, ordinances, rules or regulations or any Operator Licenses. The Operator Licenses (i) have not been and will not be, transferred to any location other than the applicable Real Property Asset; and (ii) except as set forth in Schedule 3.24(a), are not and will not be pledged as collateral for any loan or indebtedness that will not be released at the applicable Closing or assumed by Acquiror. As used herein, "
Operator Matters. The Buyer acknowledges that it has been advised by Seller that (a) neither Sellers nor the Casablanca Subsidiaries have ever operated or managed a nursing facility, assisted living facility and/or rehabilitation hospital, (b) neither Sellers nor the Casablanca Subsidiaries are associated or affiliated with Facility Operators other than through the respective Property Leases, and (c) Sellers provide the representations and warranties set forth in Sections 4.17 (Operator Matters), 4.19 (Medicare, Medicaid and Participation) and 4.20 (Health Care Compliance) of the Purchase Agreement insofar as such representations and warranties relate to Casablanca Tenants, the Facility Operators or the Casablanca Properties, solely for purposes of indemnification and risk allocation.
Operator Matters. (a) Without duplication of the representations and warranties contained in Section 4.12, to the Knowledge of Sellers, each Facility Operator has been issued and is, or as of immediately prior to the Core Portfolio Closing, will have been issued and will be, in good standing with respect to any and all Provider Agreements and Permits (including, without limitation, any of the same issued by a Health Department) that are necessary for the current conduct of its business and/or the current use and operation (the “Primary Use”) of each of the Acquired Properties as a nursing facility, assisted living facility and/or rehabilitation hospital (collectively, the “Operator Licenses”). To the Knowledge of the Sellers, neither any Seller, any Acquired Company, any Facility Operator or any Acquired Property is the subject of any Proceeding, examination or investigation by any Health Department or other Governmental Entity concerning an actual or alleged material violation of any Laws, including, but not limited to, any billing regulations or governmental guidance or any Operator Licenses other than in the ordinary course and for which plans of correction that are acceptable to the Health Department or such other Governmental Entity, as the case may be, have been submitted thereto. To the Knowledge of Sellers, the Operator Licenses apply to the Acquired Properties and will not be transferred to any location other than the applicable Acquired Property. As used herein, “
Operator Matters. The Buyer acknowledges that it has been advised by Sellers that (a) none of Sellers or any of the Acquired Companies or any of their Affiliates have ever operated or managed a nursing facility, assisted living facility and/or rehabilitation hospital, (b) none of Sellers or any of the Acquired Companies or any of their Affiliates are associated or affiliated with Facility Operators other than through the respective Property Leases, and (c) Sellers provide the representations and warranties in Sections 4.17 (Operator Matters), 4.19 (Medicare, Medicaid and Participation) and 4.20 (Health Care Compliance) insofar as such representations and warranties relate to Tenants and Facility Operators, solely for purposes of indemnification and risk allocation.
Operator Matters. 23 Section 3.25.
Operator Matters. (i) To the best of Seller’s knowledge, Seller is not the subject of any investigation, proceeding or examination by any Health Department or other governmental or quasi-governmental authority commission, board or agency concerning an actual or alleged violation of any laws, ordinances, rules, regulations, or any Permits, except as set forth on Schedule 5.2(r)(i). The Permits (i) may not be, and have not been and will not be, transferred to any location other than the Facilities; (ii) are not and will not be pledged as collateral security for any loan or indebtedness that will not be released at Closing; and (iii) are held and will remain free from restrictions or known conflicts which would materially impair the use or operation of the Facilities and shall not be provisional, probationary or restricted in any way.
Operator Matters. Except proceeds attributable to interests being held in suspense in accordance with prudent industry practice, all proceeds of production which Seller is disbursing or is required to disburse to third parties have been and are being accounted for under appropriate division orders, transfer orders or similar documents signed by or otherwise clearly binding on the parties receiving such proceeds and reflecting as to each party the decimal interest of such party.
Operator Matters. (i) Seller has been issued and is in good standing with respect to any and all Permits from all applicable Governmental Authorities (including, but not limited to, any Health Department) necessary for the use, operation and maintenance of each Facility and the conduct of such Seller’s business therein. To Seller’s knowledge, Seller is not the subject of any investigation, proceeding or examination by any Health Department or other Governmental Authority, commission, board or agency concerning an actual or alleged violation of any laws, ordinances, rules, regulations or Permits. Seller agrees that prior to the Closing Date or earlier termination of this Agreement, the Permits (i) may not be, and have not been and will not be, transferred to any location other than the Facilities; (ii) except for obligations under the NHP Lease, are not and will not be pledged as collateral security for any loan or indebtedness that will not be released at Closing; (iii) are held and will remain free from restrictions or known conflicts which would materially impair the use or operation of the Facilities; and (iv) are not provisional, probationary or restricted in any way.
Operator Matters
