Operations Transfer Agreement. On or prior to January 31, 2006, each of the Companies that operates a skilled nursing facility and/or a residential care facility and the Purchaser shall have entered into an operations transfer agreement substantially in the form attached hereto as Exhibit 6.2(j) (the "OPERATIONS TRANSFER AGREEMENT").
Operations Transfer Agreement. Simultaneous with the execution of this Agreement, Sellers and New Operators shall enter into the Operations Transfer Agreement which includes, among other things, the following: (i) the hiring by New Operators of a sufficient number of employees at each Facility to avoid WARN reporting requirements along with a full credit to New Operators for all accrued employee sick, vacation and holiday pay (including associated payroll taxes); (ii) New Operators’ right to reject all service contracts at each Facility; (iii) indemnification and post-closing protection to New Operators from Sellers for pre-closing liabilities and claims under the Operations Transfer Agreement, including but not limited to Medicare and Medicaid overpayments, MDS adjustments, civil monetary penalties, bed taxes, claims relating to the patient trust funds, unpaid taxes, and any and all claims or demands which occurred or accrued prior to the Closing Date (collectively, “OTA Claims”), and providing for Sellers and New Operators to enter into the Escrow Holdback Agreement; (iv) procedures for post-closing adjustments for accounts receivable and accounts payable, including prorations for all applicable bed taxes (collectively, “OTA Post-Closing Adjustments”); and (v) transfer of patient trust funds, Personal Property, and to the extent allowable by federal law and state law, the existing Medicare and Medicaid provider agreements. All of the conditions to the obligations of New Operators set forth in the Operations Transfer Agreement shall have been fulfilled or waived and Sellers shall have fulfilled, in accordance with the terms of the Operations Transfer Agreement, all of their obligations thereunder such that there is no event of default under the Operations Transfer Agreement on behalf of Sellers. Notwithstanding the foregoing, Sellers and Purchasers acknowledge and agree that (a) Sellers cannot submit this Agreement for approval to the Chancery Court for Davidson County, Tennessee or the Attorney General for the State of Tennessee as required by Section 15(o) herein, until the parties have executed and agreed on the terms of the Operations Transfer Agreement; and (b) the Operations Transfer Agreement shall include a provision similar the provisions of Sections 17(a)-(c) herein, wherein Purchasers and New Operators acknowledge and agree that the indemnity and reimbursement liabilities of Sellers under the Operations Transfer Agreement, the Escrow Holdback Agreement and this Agreement (in...
Operations Transfer Agreement. As of the Effective Date, the Property is leased by Seller to SH CCRC, LLC (“Operator”) pursuant to the terms of that certain Lease dated as of November 1, 2007 (as amended to date, the “Facility Lease”). On or before forty-five (45) days from the Effective Date (the “Outside OTA Date”), Purchaser shall negotiate, execute and enter into an operations transfer agreement (the “OTA”) with Operator, pursuant to which, inter alia, Purchaser and Operator shall make certain agreements and arrangements concerning the orderly transfer and transition of the business operations at the Property. Purchaser hereby agrees to diligently pursue the mutual execution of the OTA, and to exercise best efforts to enter into the OTA on or before the Outside OTA Date. Purchaser hereby acknowledges and agrees that Seller is only selling to it the Property and Purchaser shall solely rely on the provisions of the OTA with respect to the transfer of any operational assets and liabilities in connection with the operation of the business conducted at the Property. Upon execution, Purchaser shall provide Seller with a copy of the OTA executed by Purchaser and Operator. Notwithstanding anything herein which may be construed to the contrary, the termination of the Facility Lease shall be a condition precedent to Seller’s obligation to proceed to Closing; provided, however, Seller covenants and agrees to use commercially reasonable efforts to cause the Facility Lease to be terminated concurrently with the Closing. If Purchaser has not entered into the OTA on or before the Outside OTA Date and provided Purchaser has otherwise complied with its obligations under this Section 5, Purchaser shall have the right to terminate this Agreement by written notice to Seller, delivered on or before the OTA Outside Date, in which case, the Deposit (and all interest thereon) shall be returned to Purchaser and neither party shall have any further rights or obligations hereunder, except those specifically survive the termination hereof.
Operations Transfer Agreement. Buyer and Seller will have entered into an operations transfer agreement (the “OTA”) in a form reasonably approved by Buyer and Seller during the Due Diligence Period and in compliance with the requirements of CDPH.
Operations Transfer Agreement. Each of the Companies that operates an Acquired Facility or Business and Buyer (or Buyer's Affiliate) shall have entered into an operations transfer agreement substantially in the form attached hereto as Exhibit 7.2(j)(i) (the "OPERATIONS TRANSFER AGREEMENT"); provided, however, that with respect to the Company operating the "hospice" Business, the Operations Transfer Agreement shall be in the form of Exhibit 7.2(j)(i)(A) attached hereto
Operations Transfer Agreement. Effective as of the date of this Agreement, Sunrise IV, Manager, and Watermark Retirement Communities, Inc. (“New Manager”) shall enter into the Master Operations Transfer Agreement attached as Exhibit C hereto and made a part hereof (the “Operations Transfer Agreement”), providing for the transition of management services for the Facilities from Manager to New Manager.