Permitted Use (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.
(b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.
Permitted Uses BA shall use Protected Information only for the purpose of performing BA’s obligations under the Contract and as permitted or required under the Contract and Addendum, or as required by law. Further, BA shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule or the HITECH Act if so used by CE. However, BA may use Protected Information as necessary (i) for the proper management and administration of BA;
Possession of Licenses and Permits The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.
Intended Use You are purchasing the Service for business purposes. The Service will not be used primarily for personal, family, or household purposes.
Compliance with Laws; Licenses and Permits (a) The Transferred Subsidiaries, the Business, the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable Laws.
(b) Section 2.12(b) of the Seller Disclosure Letter sets forth a true and complete list of all Permits (other than PMAs and DERs) primarily relating to, or used or held for use in the operation or conduct of, or in connection with, the Business as conducted as of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, the “Business Permits”) that are material to the Business, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and no suspension, revocation, cancellation or material modification of any Business Permit is pending or, to the Knowledge of Sellers, has been threatened, except for any default pursuant to any such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole.
(c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure Letter.
Compliance with Law; Permits (a) The Company and its Subsidiaries are, and since March 1, 2011 have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity legally required for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Permit, except where such violation, breach or default has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Permitted and Prohibited Uses 1.1. The Data may only be used for linguistic education and research, including but not limited to information retrieval, document understanding, machine translation or speech recognition.
1.2. User shall not publish, retransmit, display, redistribute, reproduce or commercially exploit the Data in any form, except that User may include limited excerpts from the Data in articles, reports and other documents describing the results of User’s linguistic education and research.
Restricted Use Prescribing to remain with the hospital or specialist service. No prescribing in primary care NICE has not issued any guidance. Hospital Gevokizumab () NHSE Uveitis Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care NICE has not issued any guidance. Hospital Gilteritinib Xospata® NHSE relapsed or refractory acute myeloid leukaemia Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care TA642 – August 2020 Hospital Givosiran Givlaari NHSE Hepatic porphyria Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care HST16 - Nov 2021 BLACK Glasdegib () NHSE with chemotherapy for untreated acute myeloid leukaemia (terminated appraisal) Not commissioned. No NHS prescribing in primary or secondary care TA646 – September 2020 Hospital Glatiramer (Copaxone®) NHSE Multiple Sclerosis - as per NICE TA 527 Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care TA527 - Jun 18 Hospital Glecaprevir-pibrentasvir ▼ (Maviret® ▼) NHSE Chronic hepatitis C Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care TA499 - Jan 18 DM Glibenclamide (Various eg Daonil®, Euglucon®) ICB Type 2 diabetes mellitus Discontinued Medicines NICE has not issued any guidance. BLACK Gliclazide modified release (Diamicron® MR) ICB Type 2 diabetes mellitus Not commissioned. No NHS prescribing in primary or secondary care NICE has not issued any guidance. Traffic Light Classification Drug Name Brand Name Commissione r Indication (assume licensed unless stated) Instructions for Prescriber NICE Guidance Hospital Glofitamab Columvi® NHSE relapsed or refractory diffuse large B- cell lymphoma after 2 or more systemic treatments Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care TA927 – October 2023 Hospital Glucarpidase (Voraxase) NHSE Urgent treatment of methotrexate- induced renal dysfunction in patients receiving high-dose MTX chemotherapy - as per NHSE policy Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care NICE has not issued any guidance. BLACK Glucocorticoids (inc hydrocortisone, prednisolone) (Generics are available) ICB Chronic fatigue syndrome/myalgic encephalomyelitis (or encephalopathy) - as per NICE CG 53 - Do Not Do Not commissioned. No NHS prescribing in primary or secondary care CG53 - Aug 07 BLACK Glucosamine (Various) ICB Osteoarthritis - as per NICE CG 177 - Do Not Do Not commissioned. No NHS prescribing in primary or secondary care CG177 - Feb 14 BLACK Glucosamine, Glucosamine & Chondroitin (Alateris and various) ICB Osteoarthritis Not commissioned. No NHS prescribing in primary or secondary care NICE has not issued any guidance. BLACK Gluten-free foods (Various) ICB Gluten sensitive enteropathies in all patients across N+W Not commissioned. No NHS prescribing in primary or secondary care NICE has not issued any guidance. Hospital Glycerol phenylbutyrate (Ravicti® 1.1 g/ml oral liquid) NHSE Urea cycle disorders (specialist use only) Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care NICE has not issued any guidance. Hospital GlycoPEGylated Factor IX (Rebinyn®) NHSE Haemophilia B Restricted use – Prescribing to remain with the hospital or specialist service. No prescribing in primary care NICE has not issued any guidance. ADVICE Glycopyrronium bromide Glycobromag ICB Hyperhidrosis Formulary - Specialist advice required from primary or secondary care clinician with relevant expertise prior to primary care initiation NICE has not issued any guidance.
Public Improvements To the best knowledge of the Transferor Partnership, there are no written or proposed plans to widen, modify, or realign any street or highway or any existing or proposed eminent domain proceedings which would affect the Property in any way whatsoever. To the best knowledge of the Transferor Partnership, there are no presently planned public improvements which would result in the creation of a special improvement or similar lien upon the Property.
Third Party Use You may allow your agents, contractors and outsourcing service providers (each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for your benefit in accordance with the terms of this XXXX and you are responsible for any such Permitted Third Party’s compliance with this XXXX in such use. Any breach by any Permitted Third Party of the terms of this XXXX will be considered your breach.
