Common use of Operator Matters Clause in Contracts

Operator Matters. (a) Each of Seller, the Company and the Company Subsidiaries has been issued and is in good standing with respect to any and all material permits, licenses, regulatory approvals, approvals, accreditations and comparable authorizations from all applicable Governmental Authorities (including, but not limited to any Health Department (hereinafter defined)) that are necessary for the use, operation and maintenance of each of the Real Property Assets and the conduct of its business thereon (collectively, "Operator Licenses"). Except as set forth in Schedule 3.24(a), none of Seller, the Company, the Company Subsidiaries and the Real Property Assets is the subject of any proceeding, examination or to Knowledge of the Selling Parties, investigation, by any Health Department or other Governmental Authority concerning an actual or alleged material violation of any laws, ordinances, rules or regulations or any Operator Licenses. The Operator Licenses (i) have not been and will not be transferred to any location other than the applicable Real Property Asset; and (ii) are not and will not be pledged as collateral for any loan or indebtedness that will not be released at Closing or assumed by Acquiror. As used herein, "Health Departments" shall mean departments of health and/or any Governmental Authorities of the state where the applicable Real Property Asset is located which have jurisdiction over the licensing, ownership and/or operations of the applicable parcel of Real Property Asset as a Living Facility.