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. A copy of the Operations Transfer Agreement, and such agreements between Lender and Old Operator as Lender shall require.
Operations Transfer Agreement. Sellers and New Operators have entered into the Operations Transfer Agreement.
Operations Transfer Agreement. Tenant acknowledges and agrees that the Operations Transfer Agreement must be in full force and effect, and in form and substance satisfactory to Landlord, as of the Closing. Tenant agrees not to modify, waive or otherwise change any of the terms or conditions of the Operations Transfer Agreement after the same shall have been approved by Landlord, without in each instance the express prior written consent of Landlord. Tenant shall timely and fully perform, at Tenant's sole cost and expense, all of Tenant's obligations under the Operations Transfer Agreement, and Tenant shall take (or cause to be taken), at Tenant's sole cost and expense, any and all actions thereunder as may be reasonably requested by Landlord from time to time.
Operations Transfer Agreement. As of the Effective Date, the Property is leased by Seller to (“Operator”) pursuant to the terms of that certain dated as of (as amended to date, the “Facility Lease”). Prior to the Due Diligence Expiration 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 (the “Operations Transfer”). 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 Due Diligence Expiration 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.
Operations Transfer Agreement. Seller and Buyer shall jointly use commercially reasonable efforts, but without expense to Seller, to cause the Operations Transfer Agreement (in the form approved as of the date hereof by Buyer) to be executed (with all schedules and exhibits thereto completed) by the parties thereto (other than Buyer, who agrees to execute the Operations Transfer Agreement promptly following its execution by the other parties thereto). The execution and delivery of the Operations Transfer Agreement by the other parties thereto shall be a condition precedent to Buyer’s obligation to close on its purchase of the Property.
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. Buyer’s operator and Seller shall have entered into an operations transfer agreement (the “OTA”) in a form reasonably acceptable to Buyer’s operator.
Operations Transfer Agreement. Seller, New Tenant and New Manager shall have entered into a mutually acceptable Operations Transfer Agreement, together with all ancillary and related documents associated therewith;
Operations Transfer Agreement. 4.15(b)............. 17 Option...................................... 2.2................. 4
