SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS Sample Clauses

SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. In the event that, after the Effective Date, Xxxxx proposes to (a) sell any or all of its locations or businesses that are subject to this IA (whether through a sale of assets, sale of stock, or other type of transaction), or (b) purchase or establish a new location or business related to the furnishing of items or services that may be reimbursed by any Federal health care program, the IA shall be binding on the purchaser of any such location or business and any new location or business (and all Covered Persons at each new location or business) shall be subject to the requirements of this IA, unless otherwise determined and agreed to in writing by OIG. Xxxxx shall give notice of such sale or purchase to OIG within 30 days following the closing of the transaction. If, in advance of a proposed sale or proposed purchase, Xxxxx wishes to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the IA, Xxxxx must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the location or business to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the prospective purchaser.
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SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. NEW EMPLOYMENT OR CONTRACTUAL ARRANGEMENT‌ A. Sales or Purchase of a Location or Business‌ In the event that, after the Effective Date, Xxxx X. Xxxxxxxx, M.D., P.A., d/b/a Xxxxxxxx Diagnostic Clinic and/or Xx. Xxxx X. Escandon, Jr. propose to (a) sell any or all of its locations or businesses that are subject to this IA (whether through a sale of assets, a sale of stock, or other type of transaction), or (b) purchase or establish a new location or business related to the furnishing of items or services that may be reimbursed by any Federal health care program, the IA shall be binding on the purchaser of any such location or business and any new location or business (and all Covered Persons at each new location or business) shall be subject to the requirements of this IA, unless otherwise determined and agreed to in writing by OIG. Xxxx X. Xxxxxxxx, M.D., P.A., d/b/a Xxxxxxxx Diagnostic Clinic and Xx. Xxxx X. Escandon, Jr. shall give notice of such sale or purchase to OIG within 30 days following the closing of the transaction. If, in advance of a proposed sale or proposed purchase, Xxxx X. Xxxxxxxx, M.D., P.A., d/b/a Xxxxxxxx Diagnostic Clinic and/or Xx. Xxxx X. Escandon, Jr. wish to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the IA, Xxxx X. Xxxxxxxx, M.D., P.A., d/b/a Xxxxxxxx Diagnostic Clinic and/or Xx. Xxxx X. Escandon, Jr. must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the location or business to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the proposed purchaser.
Sample 1
SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. ‌ In the event that, after the Effective Date, PSI proposes to (a) sell any or all of its locations or businesses that are subject to this IA (whether through a sale of assets, sale of stock, or other type of transaction), or (b) purchase or establish a new location or business engaged in Patient Assistance Related Functions, the IA shall be binding on the purchaser of any such location or business and any new location or business (and all Covered Persons at each new location or business) shall be subject to the requirements of this IA, unless otherwise determined and agreed to in writing by OIG. PSI shall give notice of such sale or purchase to OIG within 30 days following the closing of the transaction. If, in advance of a proposed sale or proposed purchase, PSI wishes to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the IA, PSI must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the location or business to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the prospective purchaser.
Sample 1
SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. In the event that, after the Effective Date, Williamsburg Physical Therapy, P.C., First Plus Service, Inc., or Euro Physical Therapy, P.C. proposes to (a) sell any or all of its locations or businesses that are subject to this IA (whether through a sale of assets, sale of stock, or other type of transaction), or (b) purchase or establish a new location or business related to the furnishing of items or services that may be reimbursed by any Federal health care program, the IA shall be binding on the purchaser of any such location or business and any new location or business (and all Covered Persons at each new location or business) shall be subject to the requirements of this IA, unless otherwise determined and agreed to in writing by OIG. Williamsburg Physical Therapy, P.C., First Plus Service, Inc., or Euro Physical Therapy, P.C. shall give notice of such sale or purchase to OIG within 30 days following the closing of the transaction. If, in advance of a proposed sale or proposed purchase, Williamsburg Physical Therapy, P.C., First Plus Service, Inc., or Euro Physical Therapy, P.C. wishes to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the IA, Williamsburg Physical Therapy, P.C., First Plus Service, Inc., or Euro Physical Therapy, P.C. must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the location or business to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the prospective purchaser.
Sample 1
SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. NEW EMPLOYMENT OR CONTRACTUAL ARRANGEMENT‌ A. Sales or Purchase of a Location or Business‌ In the event that, after the Effective Date, Dermatique or Xx. Xxxxxxx propose to‌ (a) sell any or all of their locations or businesses that are subject to this IA (whether through a sale of assets, a sale of stock, or other type of transaction), or (b) purchase or establish a new location or business related to the furnishing of items or services that may be reimbursed by any Federal health care program, the IA shall be binding on the purchaser of any such location or business and any new location or business (and all Covered Persons at each new location or business) shall be subject to the requirements of this IA, unless otherwise determined and agreed to in writing by OIG. If, in advance of a proposed sale or proposed purchase, Dermatique or Xx. Xxxxxxx wish to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the IA, Dermatique or Xx. Xxxxxxx must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the location or business to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the proposed purchaser.
Sample 1
SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. NEW EMPLOYMENT OR CONTRACTUAL ARRANGEMENT‌ A. Sales or Purchase of a Location or Business‌ In the event that, after the Effective Date, PC, Xxxxx, and Bandar proposes to (a) sell any or all of its locations or businesses that are subject to this IA (whether through a sale of assets, a sale of stock, or other type of transaction), or (b) purchase or establish a new location or business related to the furnishing of items or services that may be reimbursed by any Federal health care program, the IA shall be binding on the purchaser of any such location or business and any new location or business (and all Covered Persons at each new location or business) shall be subject to the requirements of this IA, unless otherwise determined and agreed to in writing by OIG. PC, Xxxxx, and Bandar shall give notice of such sale or purchase to OIG within 30 days following the closing of the transaction. If, in advance of a proposed sale or proposed purchase, PC, Xxxxx, and Bandar wish to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the IA, PC, Xxxxx, and Bandar must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the location or business to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the proposed purchaser.
Sample 1
SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. NEW EMPLOYMENT OR CONTRACTUAL ARRANGEMENT‌ A. Sales or Purchase of a Location or Business‌ In the event that, after the Effective Date, Xxxxxx Xxxxxx, or Integrative Spine Care, LLC propose to (a) sell any or all of its locations or businesses that are subject to this IA (whether through a sale of assets, a sale of stock, or other type of transaction), or‌
Sample 1
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SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS. NEW EMPLOYMENT OR CONTRACTUAL ARRANGEMENT‌ A. Sales or Purchase of a Location or Business‌ In the event that, after the Effective Date, Xxxxxx proposes to (a) sell any or all of its locations or businesses that are subject to this IA (whether through a sale of assets, a sale of stock, or other type of transaction), or (b) purchase or establish a new location or business related to the furnishing of items or services that may be reimbursed by any Federal health care program, the IA shall be binding on the purchaser of any such location or business and any new location or business (and all Covered Persons at each new location or business) shall be subject to the requirements of this IA, unless otherwise determined and agreed to in writing by OIG. Xxxxxx shall give notice of such sale or purchase to OIG within 30 days following the closing of the transaction. If, in advance of a proposed sale or proposed purchase, Xxxxxx wishes to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the IA, Xxxxxx must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the location or business to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the proposed purchaser.
Sample 1
SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS 
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Related to SUCCESSOR LIABILITY; CHANGES TO LOCATIONS OR BUSINESS

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

  • Merger or Consolidation of, or Assumption of the Obligations of, Servicer Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.3 and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

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