Cooperation Regarding Licenses. From time to time, upon the request of Administrative Agent, if a Potential Default or Event of Default exists hereunder, Borrower shall, and shall cause Operator to, complete, execute and deliver to Administrative Agent any applications, notices, documentation, and other information necessary or desirable, in Administrative Agent’s judgment, to permit Administrative Agent or its designee (including a receiver) to obtain, maintain or renew any one or more of the Primary Licenses for the Projects (or to become the owner of the existing Primary Licenses for the Projects) and to the extent permitted by applicable Laws to obtain any other provider agreements or Governmental Approvals then necessary or desirable for the operation of the Projects by Administrative Agent or its designee for their current use (including, without limitation, any applications for change of ownership of the existing Primary Licenses or change of control of the owner of the existing Primary Licenses). To the extent permitted by applicable Laws, (i) Administrative Agent is hereby authorized (without the consent of Borrower or Operator) to submit any such applications, notices, documentation or other information which Borrower caused to be delivered to Administrative Agent in accordance with the above provisions to the applicable Governmental Authorities, or to take such other steps as Administrative Agent may deem advisable to obtain, maintain or renew any Primary License or Permits or other Governmental Approvals in connection with the operation of the Projects for their current use, and Xxxxxxxx agrees to cooperate and to cause Operator to cooperate with Administrative Agent in connection with the same and (ii) Borrower, upon demand by Administrative Agent, shall take any action and cause Operator to take any action necessary or desirable, in Administrative Agent’s sole judgment, to permit Administrative Agent or its designee (including a receiver) to use, operate and maintain each Project for its current use. If Borrower fails to comply with the provisions of this Section 8.17 for any reason whatsoever, Borrower hereby irrevocably appoints Administrative Agent and its designee as Xxxxxxxx’s attorney-in-fact, with full power of substitution, to take any action and execute any documents and instruments necessary or desirable in Administrative Agent’s sole judgment to permit Administrative Agent or its designee to undertake Borrower’s obligations under this Section 8.17, including obta...
Cooperation Regarding Licenses. Each party shall use all reasonable efforts to assist and cooperate with the other party, including by providing all relevant information, in order to make all necessary filings with all appropriate Governmental Bodies (i) to obtain any approvals or consents from Governmental Bodies that Parent deems necessary or appropriate for the consummation of the transactions contemplated by this Agreement and (ii) to cause all Licenses that Parent deems necessary or appropriate to conduct and operate the Business following the Effective Time in substantially the same manner as the Company and the Company Subsidiaries currently conduct and operate the Business to be received, reissued, transferred or to remain in effect, as applicable.
Cooperation Regarding Licenses. Tenant agrees to maintain in full force and effect for the benefit of Landlord and Successor Landlord all alcoholic beverage licenses issued by the New York State Liquor Authority and such other licenses, permits or authorizations that are required for the sale of alcoholic beverages at the Property by Tenant (collectively, the “Liquor Licenses”). Upon any termination of the Lease, Tenant agrees to (a) fully cooperate and take any action permitted by law required to transfer any one or more of the Liquor Licenses to Mortgagee’s designee and (b) continue to maintain each of the Liquor Licenses for the benefit of Successor Landlord to the extent permitted by law until Tenant receives written notice from Successor Landlord that the Liquor Licenses have been assigned or Mortgagee’s designee has been issued its own alcoholic beverage licenses in connection with the Premises.
Cooperation Regarding Licenses. Tenant agrees to maintain in full force and effect for the benefit of Landlord and Successor Landlord all alcoholic beverage licenses issued by the Florida Department of Business and Professional Regulation, Division of Alcoholic Beverages and Tobacco and such other licenses, permits or authorizations that are required for the sale of alcoholic beverages at the Property by Tenant (collectively, the “Liquor Licenses”). Upon any termination of the Lease, Tenant agrees to (a) fully cooperate and take any action permitted by law required to transfer any one or more of the Liquor Licenses to Mortgagee’s designee and (b) continue to maintain each of the Liquor Licenses for the benefit of Successor Landlord to the extent permitted by law until Tenant receives written notice from Successor Landlord that the Liquor Licenses have been assigned or Mortgagee’s designee has been issued its own alcoholic beverage licenses in connection with the Premises.
Cooperation Regarding Licenses. Each party shall use commercially reasonable efforts to assist and cooperate with the other parties, including, without limitation, by providing to the other parties all relevant information in their possession or control and coordinating with the other parties in connection with all communications with all appropriate Governmental Entities, in order (i) to furnish the notices to and filings with Governmental Entities, and to obtain any approvals or consents from Governmental Entities, in each case that Buyer deems reasonably necessary or appropriate for the consummation of the transactions contemplated by this Agreement and (ii) to cause all Licenses that Buyer deems reasonably necessary or appropriate to conduct and operate the Business following the Closing in substantially the same manner as the Company and its Subsidiaries currently conduct and operate the Business to be received, reissued, transferred or to remain in effect, as applicable.
Cooperation Regarding Licenses. Each party shall use all reasonable efforts to assist and cooperate with the other party, including by providing all relevant information, in order to make all necessary filings with all appropriate Governmental Bodies (i) to obtain any approvals or consents from Governmental Bodies that Buyer deems necessary or appropriate for the consummation of the transactions contemplated by this Agreement and (ii) to cause all Licenses that Buyer deems necessary or appropriate to conduct and operate the Business following the Closing in substantially the same manner as the Company and the Company Subsidiaries currently conduct and operate the Business to be received, reissued, transferred or to remain in effect, as applicable. Without limiting the generality of the foregoing, promptly following the date of this Agreement, Buyer, after consulting with Nexus Health Systems, shall submit a letter to the Texas Department of Aging and Disability Services (“TDADS”) seeking confirmation that the transactions contemplated by this Agreement will not constitute a “change of ownership” (as defined in 40 Tex. Admin. Code § 92.3) of the assisted living facilities owned by Neurobehavioral Resources, Ltd. d/b/a Touchstone Recovery Center, Ltd. If Buyer determines that it is unable to receive such confirmation, Buyer will complete and submit such applications and forms as may be required by TDADS in order for each such assisted living facility to receive from TDADS a new license to operate such facilities. In addition, Buyer shall complete and submit within 10 days after the Closing such applications and forms as required by the Texas Department of State Health Services following a “change of ownership” (as defined in 25 Tex. Admin. Code § 133.24) for each hospital owned by the Woodlands LP and Healthbridge Children’s Hospital – Houston, Ltd. For each Hospital enrolled in the Medicare program, Buyer shall prepare and submit the Medicare applications necessary to report any change of information as required by 42 C.F.R. § 424.520(b) or, if the Agreement is later determined by the Centers for Medicare & Medicaid Services to constitute a change of ownership pursuant to 42 C.F.R. § 489.18, Buyer shall prepare and submit the Medicare applications as are necessary for a change of ownership.
