Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained or received from Sellers documentation or other evidence reasonably satisfactory to Buyer that:
(a) Sellers and Buyer have received all consents, permits, approvals, authorizations and clearances of Governmental Authorities required to consummate the transactions herein contemplated;
(b) the Sale Order and the Executory Contract Assumption and Assignment Order have been entered by the Bankruptcy Court and have become Final Orders, unless Buyer, in its sole discretion, waives the requirement that one or more of these Orders be a Final Order; provided, however, that, if Buyer waives this requirement and closes prior to Final Orders, Sellers shall use their best efforts, at their expense, to provide Buyer with Final Orders, including moving to dismiss any appeals for mootness;
(c) Sellers have obtained consents to assignment of the Assumed Contracts set forth on Schedule 7.02(c);
(d) Buyer has obtained such other consents and approvals as may be legally or contractually required for Buyer's consummation of the transactions described herein; and
(e) all applicable waiting periods under the HSR Act have expired.
Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that:
(a) Sellers and Buyer have received all consents, permits, approvals, authorizations and clearances of Governmental Authorities required to consummate the transactions herein contemplated;
(b) Buyer has received confirmation from the Illinois Department of Health and other applicable licensure agencies that upon Closing all licenses required by law to operate the Hospital Businesses will be transferred to or issued in the name of Buyer;
(c) Buyer has obtained reasonable assurances that certification of the operation by Buyer of the Hospital Businesses by all Government Payment Programs as to which reimbursement has been historically a part of the Hospital Businesses will be effective as of the Closing Date and that Buyer may participate in and receive reimbursement from such programs effective as of the Closing Date;
(d) subject to Section 7.13, Sellers have obtained consents to assignment of substantially all Assumed Contracts (other than Immaterial Contracts) for which such consents are required; and
(e) Sellers or the Subsidiaries have obtained such consents and approvals as may be legally or contractually required for Buyer to succeed to the ownership interests of Sellers in the Subsidiaries; and
(f) all applicable waiting periods under the HSR Act have expired.
Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that:
(a) Buyer has received reasonable assurances from the Michigan Department of Community Health and other applicable licensure agencies that, effective as of Closing, all material licenses required by law to operate the Hospital Businesses in substantially the same manner as such Hospital Businesses are currently operated by Seller will be transferred to or issued in the name of Buyer, without the imposition of any condition that is materially burdensome to the operation of the Hospital Businesses after Closing; and
(b) All necessary applications for Government Payment Program certifications, provider agreements and related provider numbers, with respect to each of the Hospital Businesses that as of the Effective Date has a Medicare or Medicaid provider agreement, shall have been filed with, and Buyer shall have received reasonable assurances that such applications have been reviewed and determined to be complete by, each Governmental Authority with jurisdiction or authority concerning such matters, and Buyer shall have reasonably and in good faith determined that a survey of the Hospitals for Medicare certification purposes will occur within a reasonable period of time after the Closing Date and that, assuming no deficiencies, requirements for improvements or other matters that would require further action by Buyer in order to successfully complete all survey certification requirements, certification in the Medicare program would be effective no later than the day after the survey is completed.
(c) As of the Closing, Buyer shall have received written assurances from CMS, in a form reasonably acceptable to Buyer, that the Seller’s Direct Graduate Medical Education (GME) and Indirect Medical Education (IME) full-time equivalent resident caps shall transfer to Buyer upon Buyer’s receipt of certification in the Medicare program relating to the Hospitals.
(d) Buyer shall have received reasonable assurances that, upon Buyer’s receipt of certification in the Medicare program and enrollment in the Medicaid program, in each case relating to the Hospitals, Buyer will thereafter receive (i) periodic interim payments from the Medicare and Medicaid programs and Blue Cross Blue Shield of Michigan, all in a manner consistent with the periodic interim payments received by Seller from the Medicare and Medicaid programs and Blue Cross Blue Shield of Michigan as of the Effective D...
Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained or received from the Sellers documentation or other evidence reasonably satisfactory to Buyer that Sellers or Buyer has received or will receive the consents, permits, approvals, authorizations and clearances required to be obtained in order for (a) the Assumed Contracts, Real Property Leases and Permits set forth on Schedule 7.03 to be transferred to Buyer and (b) the Transaction to be lawfully consummated in all material respects. The Shareholder Approval shall have been obtained in accordance with applicable Legal Requirements and the Organizational Documents of ISA.
Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that:
(a) Seller and Buyer have received all consents, Permits, approvals, authorizations and clearances of Governmental Authorities required to consummate the transactions herein contemplated;
(b) Buyer has received confirmation from the Texas Department of Health and other applicable licensure agencies that upon Closing all licenses required by law to operate the Hospital Businesses will be transferred to or issued in the name of Buyer;
(c) The Hospitals will be qualified as of Closing to participate in the Government Payment Programs and will be entitled to receive payment under the Government Payment Programs for services rendered to qualified beneficiaries on and after the Closing Date;
(d) Seller shall have obtained the consents and approvals required for the assignment of the contractual rights, licenses, investments, interests and assets referenced in Sections 2.1(g), (i), (k) and (l) and all other consents and approvals that the Parties agree are required for the assignment of any Contracts (other than Immaterial Contracts) listed or described on Schedule 3.18, as it may be supplemented pursuant to Section 17.1;
(e) Buyer has obtained such other consents, approvals and Permits as are legally or contractually required for the consummation of the transactions described herein; and
(f) all applicable waiting periods under the HSR Act have expired.
Pre-Closing Confirmations and Contractual Consents. Sections 9.3(b), 9.3(c) and 9.3(d) of the Agreement are hereby deleted in their entirety and shall read in their entirety as follows:
Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that:
(a) Seller and Buyer have received all consents, permits, approvals, authorizations and clearances of Governmental Authorities required to consummate the sale of the Assets from Seller to Buyer as contemplated by this Agreement;
(b) Seller has obtained consents to assignment of all Contracts for which such consents are required as a result of the sale of the Assets from Seller to Buyer as contemplated by this Agreement; and
(c) Buyer has obtained such other consents and approvals as are legally required for Buyer’s consummation of the sale of the Assets from Seller to Buyer as described herein (including, without limitation, any consents or approvals from creditors of Buyer or Radiologix concerning Buyer’s assumption of debt as contemplated by Section 2.05(a)).
Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that:
(a) Buyer has received all consents, Permits, approvals, authorizations and clearances of Governmental Authorities required to consummate the transactions herein contemplated; and
(b) Sellers have obtained consents to assignment of all Assumed Contracts (other than Immaterial Contracts) for which such consents are required. Any other provision of this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any claim, Contract, lease, Permit, commitment, sales order or purchase order, or any benefit arising thereunder or resulting therefrom, if an attempt at transfer or assignment thereof without the consent required or necessary for such assignment would constitute a breach thereof or in any way adversely affect the rights of Buyer or Sellers thereunder. If (i) any required consent to the transfer or assignment to Buyer of any claim, Contract, lease, Permit, commitment, sales order or purchase order is not obtained, (ii) an attempted transfer or assignment would be ineffective or would adversely affect the rights of Buyer or Sellers thereunder so that Buyer would not receive substantially all of such rights, or (iii) a contract is assigned to Buyer pursuant to the provisions hereof and the other contracting party thereafter raises objections to the assignment and refuses to allow Buyer to perform the contract on the terms therein provided, or threatens to terminate the contract or xxx for damages, Buyer and Sellers shall cooperate (at Buyer’s expense) in any arrangement Buyer may reasonably request to provide for Buyer the benefits under such claim, Contract, lease, Permit, commitment or order. Cooperation may include, and at Buyer’s request shall include, an arrangement (a so-called seconding arrangement), to be entered into between Buyer and Sellers pursuant to which Sellers shall nominally perform an order or contract and ensure the continuation of all relevant product warranties, Buyer shall retain the economic benefits or detriments of the order or contract, and Sellers shall perform the order or contract with employees lent to Sellers by Buyer (which employees shall be treated as employees of Sellers during the period of performance) and with inventory, equipment and supplies of Buyer necessary to complete the order or contract transferred from Buyer to Sellers as r...
Pre-Closing Confirmations and Contractual Consents. Purchaser shall have obtained documentation or other evidence reasonably satisfactory to Purchaser that:
(a) The Purchaser has received all consents, Permits, approvals, authorizations and clearances of Governmental Authorities required to consummate the transactions herein contemplated; and
(b) Purchaser has obtained consents with respect to all Contracts (including Government Contracts) for which such consents are required.
Pre-Closing Confirmations and Contractual Consents. Buyer shall have obtained documentation or other evidence reasonably satisfactory to Buyer that:
(a) Seller and Buyer have received all consents, Permits, approvals, authorizations and clearances of Governmental Authorities required to consummate the transactions herein contemplated, including the approval of the Illinois Health Facilities Planning Board pursuant to 77 Ill. Adm. Code 1130;
(b) Buyer has received confirmation from the Illinois Department of Public Health and other applicable licensure agencies that upon Closing all licenses required by law to operate the Hospital Businesses will be transferred to or issued in the name of Buyer;
(c) The Hospital will be qualified as of Closing to participate in the Government Payment Programs and will be entitled to receive payment under the Government Payment Programs for services rendered to qualified beneficiaries on and after the Closing Date;
(d) Seller has obtained consents to assignment of all Assumed Contracts (other than Immaterial Contracts) listed on Schedule 9.3 for which such consents are required;
(e) Buyer has obtained such other consents, approvals and Permits as are legally or contractually required for the consummation of the transactions described herein; and
(f) all applicable waiting periods under the HSR Act have expired.
