New Sun definition
Examples of New Sun in a sentence
The arbitration will be conducted before a panel that shall consist of two independent and impartial arbitrators, one appointed by the New Sun Group, one appointed by the Sabra Group and a third independent and impartial arbitrator who shall chair the panel.
New Sun or Sabra, as the case may be, shall have primary control over those Pre-Distribution Insurance Claims for which the New Sun Group or the Sabra Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control.
In the event that insurable claims of both New Sun and Sabra (or the members of their respective Groups) exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense and shall not settle or compromise any such claim without the consent of the other (which consent shall not be unreasonably withheld or delayed subject to the terms and conditions of the applicable insurance policy).
New Sun and Sabra shall take all such actions as may be reasonably necessary or appropriate in order to maintain the effectiveness of the Registration Statements by order of the SEC through the effective time of the REIT Conversion Merger.
New Sun shall, and shall cause each member of the New Sun Group to, cooperate and assist the applicable member of the Sabra Group with respect to such claims and shall arrange for the applicable member of the Sabra Group to post any such collateral in respect of the reimbursement obligations as may reasonably be requested by the insurers.
Any Insurance Proceeds received for the benefit of both the New Sun Group and the Sabra Group shall be distributed pro rata based on the respective share of the underlying loss.
Notwithstanding the foregoing, the confidentiality obligations regarding patient health information and other similar information of each Sabra Subsidiary that is a party to a Lease Agreement with a Subsidiary of New Sun shall be governed by a Business Associate Agreement to be executed by each such Sabra Subsidiary.
It is the intention of the parties to this Agreement that payments made pursuant to Sections 4.03(b), 4.03(c) or 4.04(f) are to be treated as relating back to the cash allocation made in accordance with Section 2.12 as a nontaxable adjustment to the amount of cash transferred by New Sun to Sun.
Any Insurance Proceeds received by the New Sun Group for members of the Sabra Group shall be for the benefit of the Sabra Group.
Each of Sun, Sabra and New Sun shall, and shall cause each of their respective Subsidiaries to, as applicable, take such action or actions as is necessary to cause, effect and consummate the Corporate Restructuring Transactions in accordance with Exhibit A hereto.