Previous Operation. Except as disclosed on Schedule 6.23, during the 1 year period immediately preceding the Closing, Sellers:
(a) did not (i) make any material change in the operation of any Facility, (ii) sell or agree to sell any items of machinery, equipment or other fixed assets of any Facility or (c) otherwise enter into any agreements materially affecting any Facility, except in each case in the ordinary course of business;
(b) did not, except in the ordinary course of business, (i) enter into any lease, tenancy, contract or other commitment affecting any of Sellers’ Assets or (ii) incur any additional indebtedness or amend, extend or renew any current debt instruments, whether in the ordinary course of business or otherwise, unless such indebtedness or debt instruments are paid in full and discharged on the Closing Date;
(c) filed all required returns, reports and filings of any kind or nature with respect to the Facilities and the operations of their businesses, including state and federal tax returns and Medicare and Medicaid cost reports, and will timely pay all taxes or other obligations that are due and payable with respect thereto, except to the extent that the same are being duly contested in good faith in accordance with applicable law and such contest does not materially affect a Seller or a Facility;
(d) operated each Facility in compliance with all applicable municipal, county, state and federal laws, regulations, ordinances and orders (including all applicable building, zoning and life safety codes with respect thereto) where the failure to comply therewith would have a Material Adverse Effect on the business, property, condition (financial or otherwise) or operation thereof, as presently operated; and
(e) paid as and when due the accounts payable related to each Facility, except to the extent that the amount owing is being duly contested by a Seller and such contest does not materially affect a Seller or such Facility.
