Seller Licenses. (a) Each of the Seller Licenses has been validly issued, is in full force and effect, is validly held by the Seller, is free and clear of conditions or restrictions, other than those routinely imposed in conjunction with FCC licenses of a similar type or as noted in the Disclosure Schedule, and was granted to the Seller by Final Order. Each of the Seller Licenses is free and clear of all Liens. At the Closing, each of the Seller Licenses will be free and clear of all Liens. The Seller has not used or granted any of the Seller Licenses or granted any rights therein, except in accordance with the Existing Lease or as noted in the Disclosure Schedule.
(b) Except for the Existing Lease, none of the spectrum covered by the Seller Licenses is subject to any lease or other agreement or arrangement with any third party, including any agreement giving any third party any right to use such spectrum.
(c) Except as noted in the Disclosure Schedule, there are no existing applications, petitions to deny or complaints or proceedings pending or, to the Seller’s knowledge, threatened, before the FCC or any other tribunal, governmental authority or regulatory agency relating to any of the Seller Licenses or which otherwise will or would reasonably be expected to impair any Seller License, other than matters of public record pertaining to the Existing Lease and proceedings affecting the wireless telecommunications industry or 600 MHz licenses or licensees generally. No governmental authority or regulatory agency has, to the Seller’s knowledge, threatened to terminate or suspend any of the Seller Licenses. There are no third-party claims of any kind that have been asserted with respect to any of the Seller Licenses. The Seller is not in violation or default and has not received any notice of any claim of violation or default, with respect to any of the Seller Licenses. No event has occurred with respect to any of the Seller Licenses that permits, or after notice or lapse of time or both would permit, revocation or termination thereof or that will or would reasonably be expected to result in any violation or default, claim of violation or default or impairment of the rights of the Seller, as the holder of the Seller Licenses.
(d) Each Seller License is held solely by the Seller, as set forth on Schedule A. Except as set forth in the Existing Lease, no shareholder, officer, employee or former employee of the Seller or any Affiliate thereof, or any other Person, holds or has any...
Seller Licenses. Each of Seller Licenses is valid and in full force and effect as of the date hereof, and except as expressly set forth in the Disclosure Schedule, no Seller's License is subject to any limitation, restriction, probation or other qualification. Seller has operated within the scope of the provisions of all Seller Licenses. There is not pending, or threatened, any investigation or proceeding which could result in the termination, revocation, limitation, suspension, restriction or impairment of any of Seller Licenses or the imposition of any fine, penalty or other sanctions for violation of any requirements of any of Seller Licenses. Seller now has and has had at all relevant times all Governmental Approvals as are necessary in respect of the Business in order to enable Seller to own and conduct the Business and to occupy and lease its real property, each such currently effective item being listed in the Disclosure Schedule.
Seller Licenses. 17 7.26 Disclosure.....................................................17
Seller Licenses. 7 1.46 Sellers' Assets.................................................7 1.47 Survey..........................................................8 1.48
Seller Licenses. Seller Licenses" shall mean, if and as applicable, all material licenses, Permits and authorizations necessary for the lawful operation of the respective Facilities, as the Facilities currently are operated, including all licenses, Permits and authorizations necessary to (a) lawfully operate all beds contained in the Facilities as nursing home beds, (b) provide licensed nursing services and any other services currently provided at the respective Facilities, and (c) receive payment under the Medicare and applicable state Medicaid programs.
Seller Licenses. Such Seller has all Seller Licenses applicable to the Facility owned by it. Schedule 7.25 hereto contains true and correct copies of the licenses issued most recently by the applicable health care authorities with respect to the operation of the Facility owned by such Seller. Such Seller has not received written or verbal notice (a) that any action or proceeding has been initiated or is proposed to be initiated by the appropriate state or federal agency having jurisdiction thereof, to revoke, withdraw or suspend any of the Seller Licenses applicable to the Facility owned by it in either the Medicare or Medicaid Programs or (b) of any judicial or administrative agency judgment or decision not to renew any of the Seller Licenses applicable to the Facility owned by it or (c) of any licensure or certification action of any other type applicable to the Facility owned by it.
Seller Licenses. It is in compliance with FCC Law and with all applicable rules, regulations and policies of the FCC, in each case to the extent necessary to prevent any Material Adverse Effect on the Seller Licenses and the consummation of the Transactions. No event has occurred which (a) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of, or order of forfeiture with respect to, any of the Seller Licenses or (b) adversely affects or could reasonably be expected in the future to adversely affect any of the rights of the Company thereunder, except in each case for legislation or rule making of general applicability. Seller has duly filed in a timely manner all fees, filings, reports, applications, documents, instruments and information required to be filed by them under FCC Law applicable to the Seller Licenses and to the extent necessary to prevent any Material Adverse Effect on the Seller Licenses and the consummation of the Transactions, and all such filings are true, correct and complete in all material respects. Seller complied with at the time of filing initial applications for each of the Seller Licenses, and has since that time complied with, all eligibility and basic qualifications requirements to hold PCS licenses generally and to hold the Seller Licenses specifically, including, but not limited to, (x) the spectrum cap rule of 47 C.F.R. section 20.6; (y) the non-U.S. ownership limits of Section 310(b) of the FCC Law; and (z) Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. section 862.
Seller Licenses. Section 3.9 Seller State Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 3.9 Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Seller Licenses. Seller has not committed or suffered to occur any breach of any Seller License Agreement that would entitle any other party thereto to terminate or recover damages from the Seller. Each Seller License Agreement is valid, binding and enforceable in accordance with its terms. To the best of the Seller’s knowledge no party to any Seller License Agreement is in breach of any provision thereof.
Seller Licenses. Such Seller or Peak of Idaho has all Seller Licenses applicable to the Facility owned by it. Schedule 7.25 hereto contains true and correct copies of the licenses issued most recently by the applicable health care authorities with respect to the operation of the Facility owned by such Seller. Such Seller has not received written or verbal notice (a) that any action or proceeding has been initiated or is proposed to be initiated by the appropriate state or federal agency having jurisdiction thereof, to revoke, withdraw or suspend any of the Seller Licenses applicable to the Facility owned by it in either the Medicare or Medicaid Programs or (b) of any judicial or administrative agency judgment or decision not to renew any of the Seller Licenses applicable to the Facility owned by it or (c) of any licensure or certification action of any other type applicable to the Facility owned by it.
