Licensure Approvals Sample Clauses

Licensure Approvals. Seller has advised Buyer that Seller currently has and maintains all applicable Required Permits and Licenses as are necessary to operate the Business at the Facility in accordance with all applicable Laws. All Required Permits and Licenses are set forth on Schedule 8.1. To the extent that the transfer of the Assets as contemplated by this Agreement requires that Buyer or Operator or any manager engaged by either of them, as the case may be (the “Prospective Licensee”) obtain certain Approvals and licenses of Governmental Authorities necessary to own, possess, occupy, manage, or operate the Business or the Facility (collectively, the “Licensure Approvals”) in order for Buyer to consummate this Agreement, (i) Buyer shall no later than three (3) days prior to Closing cause the Prospective Licensee(s) to commence actions to file all applications and to take all necessary steps required to obtain such Licensure Approvals and (ii) Seller shall reasonably cooperate with the Prospective Licensees and do all things reasonably practicable to assist each Prospective Licensee in its efforts to obtain any such Licensure Approvals in the name of the Prospective Licensee as soon as reasonably practicable. Seller, at no out of pocket cost or expense to Seller, shall cooperate with each Prospective Licensee prior and subsequent to the Closing in connection with the licensing process. Notwithstanding the foregoing, Seller shall be fully responsible to cure any licensure or regulatory findings or deficiencies relating to the Business or any aspect of the Property or the Facility, its management or operations related to the period prior to the Closing Date. Closing is subject to the Licensure Approval Condition, as more specifically set forth in Sections 13.1(i). Seller further agrees to assist each Prospective Licensee in any post-Closing transition with respect to the Licensure Approvals for a period up to sixty (60) days after the Closing Date.
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Licensure Approvals. Within fifteen (15) days following the date hereof, New Operator will file all applications and other documents required by the State of for the issuance, or transfer to New Operator from Kindred, of all licenses and Permits necessary to operate the Facility under the laws of the State of , which shall include at a minimum the items comprising the Required Permits as defined in Section 12.1(e) (the “Licensure Approvals”). Kindred hereby agrees to provide its reasonable cooperation to New Operator in New Operator’s efforts in obtaining the Licensure Approvals. Upon the reasonable request of Kindred, from time to time New Operator shall advise Kindred of the status of New Operator’s efforts to secure the Licensure Approvals. New Operator shall be responsible for all filing fees and other costs associated with such applications.
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Licensure Approvals. Promptly after the receipt of a fully executed copy of this Agreement, Buyer shall file all applications and other documents required by the State of Ohio for the issuance of all licenses and permits necessary to operate the Facilities under the laws of the State of Ohio (the “Licensure Approvals”). Seller hereby agrees to cooperate with Buyer in obtaining the Licensure Approvals. Buyer shall, from time to time, upon request of Seller, advise Seller of the status of Buyer’s efforts to secure the Licensure Approvals. Seller shall be solely responsible for any and all costs (not to exceed $100,000.00) associated with the change of ownership process including, but not limited to, any physical plant or other changes required to bring the Facilities into compliance with the currently effective licensure and certification or other legal requirements if and to the extent it is not currently in such compliance and such compliance is required as a matter of State or Federal law. To the extent the costs referenced in the preceding sentence exceed $100,000.00 and Seller refuses to pay such excess costs after receipt of written notice from Buyer, Buyer may (i) pay such costs in excess of $100,000.00 or (ii) terminate this Agreement and receive a refund of the Deposit together with accrued interest.
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Related to Licensure Approvals

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and the Stockholders to perform their respective obligations under this Agreement and to consummate the transactions contemplated thereby shall have been duly obtained, made or given and shall be in full force and effect, and all waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, shall have terminated or expired.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Certain Approvals 19 Section 5.24

  • Project Approvals See §6.22.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Government Approvals All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

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