Common use of Entity Matters Clause in Contracts

Entity Matters. Buyer shall have the option to exclude the acquisition of an ownership interest in any of the Included Joint Ventures if; (a) Buyer has determined in its sole discretion that (i) since March 31, 2012, an Included Joint Venture has experienced any event, occurrence, development, fact, condition, state of circumstances, change or effect that (A) is, or is reasonably likely in the future to be, individually or in the aggregate, materially adverse to the business, operations, results of operations, condition, prospects, properties (including intangible properties), rights, obligations or assets of any of the Included Joint Ventures or (B) materially impairs or delays, or is reasonably likely to materially impair or delay the transactions contemplated by this Agreement or (ii) any such entity or its operations are not or have not been in compliance with applicable Legal Requirements; or (b) As contemplated by Section 6.11, prior to Closing: (i) an Included Joint Venture that is a Michigan limited liability company as of the date of this Agreement has not adopted and filed with the appropriate governmental authority, as applicable, an amendment or restatement of its articles, operating agreement, bylaws or other governing documents, in a manner satisfactory to Buyer in its reasonable discretion, and taken any such other actions requested by Buyer, including causing each entity, if necessary, to permit Buyer to become an owner and to fully effectuate the transfer of the ownership interest in such Included Joint Venture to Buyer; (ii) an Included Joint Venture that is a Michigan nonprofit corporation as of the date of this Agreement (except for MCMCA) has not adopted and filed with the appropriate governmental authority, as applicable, an amendment or restatement of its governing documents, in a manner reasonably satisfactory to Buyer, and taken any such other actions requested by ▇▇▇▇▇, including causing each entity to (i)(A) become a business corporation in accordance with the Business Corporation Act of the State of Michigan and (B) immediately thereafter, convert from such business corporation to a Michigan limited liability company, and (ii) if necessary, permit Buyer to become an owner of each such converted entity and to fully effectuate the transfer of the ownership interest in such entities to Buyer; provided, however, ▇▇▇▇▇’s decision to acquire an ownership interest which could have been excluded in accordance with this Section 7.18 will not affect ▇▇▇▇▇’s right to indemnification, reimbursement or other remedy pursuant to this Agreement or at law or in equity. Additionally, to the extent that Ontonagon and/or U.P. Imaging Management Services, LLC is excluded from the transaction pursuant to this Section 7.18, the Purchase Price shall be reduced dollar-for-dollar by the applicable Purchase Price reduction amounts set forth on Schedule 2.1(b).

Entity Matters. Buyer Seller shall have the option use its commercially reasonable efforts prior to exclude the acquisition Closing, and shall cause each of an ownership interest in any its affiliates to use its commercially reasonable efforts: (a) to cause each of UPMC and the Included Joint Ventures if; (a) Buyer has determined in its sole discretion that (i) since March 31, 2012, an Included Joint Venture has experienced any event, occurrence, development, fact, condition, state of circumstances, change or effect that (A) is, or is reasonably likely in the future to be, individually or in the aggregate, materially adverse to the business, operations, results of operations, condition, prospects, properties (including intangible properties), rights, obligations or assets of any of the Included Joint Ventures or (B) materially impairs or delays, or is reasonably likely to materially impair or delay the transactions contemplated by this Agreement or (ii) any such entity or its operations are not or have not been in compliance with applicable Legal Requirements; or (b) As contemplated by Section 6.11, prior to Closing: (i) an Included Joint Venture that is a Michigan limited liability company companies as of the date of this Agreement has not adopted and filed with the appropriate governmental authority, as applicable, an amendment to amend or restatement of its restate their articles, operating agreement, bylaws or other governing documents, in a manner satisfactory to Buyer in its reasonable discretion, and taken take any such other actions requested by Buyer▇▇▇▇▇, including causing each entity, if necessary, making any changes to permit Buyer or a subsidiary of Buyer to become an owner and to fully effectuate the transfer of the ownership interest in UPMC and such Included Joint Venture Ventures to Buyer or a subsidiary of Buyer; (iib) an to cause each of UPHP and the Included Joint Venture Ventures that is a are Michigan nonprofit corporation corporations as of the date of this Agreement (except for MCMCA) has not adopted and filed with the appropriate governmental authority, as applicable, an amendment to amend or restatement of its restate their governing documents, in a manner reasonably satisfactory to BuyerBuyer in its reasonable discretion, and taken take any such other actions requested by ▇▇▇▇▇Buyer, including causing each entity to (i)(A) if necessary, become a business corporation in accordance with the Business Corporation Act of the State of Michigan and (B) immediately thereafter, convert from such business corporation to a Michigan limited liability company, and (ii) if necessary, permit Buyer or a subsidiary of Buyer to become an owner of each such converted entity and to fully effectuate the transfer of the ownership interest interests in such entities to Buyer or a subsidiary of Buyer; and (c) to cause each of the Pre-Closing Transferred Assets Entities to convey to Seller all of their respective right, title and interest in and to all assets of every description, whether real, personal or mixed, whether tangible and intangible, owned, leased or licensed by each of the Pre-Closing Transferred Assets Entities, and located at or held or used in connection with the business or operations of the Pre- Closing Transferred Assets Entities, including the following items, free and clear of any and all Encumbrances other than Permitted Encumbrances and Assumed Liabilities: (i) good and marketable title to any and all of its assets that constitute personal property, (ii) valid and enforceable leasehold interests in any and all of its assets that constitute personal property that are subject to a lease and (iii) good and marketable fee simple title in any and all of its real property, together with the improvements thereon and fixtures related thereto and any right, title and interest in all rights, privileges, easements, streets, drainage areas and rights of way appurtenant to or benefiting or serving such real property; provided, however, ▇▇▇▇▇’s decision with respect to acquire an ownership interest which could have been excluded in accordance with Ice Lake, the obligations of this Section 7.18 will 6.11 shall apply only if Seller purchases the membership interests of all other members in Ice Lake; and provided further that if the other members of Ice Lake purchase all of the membership interests in Ice Lake held by Seller (such that Seller cannot affect ▇▇▇▇▇’s right transfer the assets of Ice Lake to indemnificationBuyer), reimbursement or other remedy pursuant to this Agreement or at law or in equity. Additionally, to the extent that Ontonagon and/or U.P. Imaging Management Services, LLC is excluded from the transaction pursuant to this Section 7.18, then the Purchase Price shall be reduced dollar-for-dollar by the applicable Purchase Price reduction amounts amount set forth on Schedule 2.1(b).