Termination of Multicare Management Agreement or other Transaction Documents Sample Clauses

Termination of Multicare Management Agreement or other Transaction Documents. Except as permitted by the Required Lenders, (i) the Multicare Management Agreement shall cease to be in full force and effect or there shall be any breach by any party thereto or a default thereunder or an amendment, modification or supplement thereto not permitted by the terms of this Agreement or any notice of non-renewal or termination thereunder shall have been delivered by any party thereto or (ii) any other Transaction Document shall cease to be in full force and effect (other than by its terms) or there shall be any material breach by any party thereto or a default thereunder or any such document shall be amended, modified, restated or supplemented in a manner not expressly permitted by the terms of this Agreement or (iii) any other Management Agreement of any entity in the Multicare Group shall be terminated or cease to be renewed or extended or shall be amended, modified, restated or supplemented if such termination, failure to renew or extend or amendment, modification, restatement, or supplement (either singly or collectively with all other such events relating to other Management Agreements) could have a Material Adverse Effect.
Sample 1
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Termination of Multicare Management Agreement or other Transaction Documents. Except as permitted by the Required Lenders, (i) the Multicare Management Agreement shall cease to be in full force and effect or there shall be any breach by any party thereto or a default thereunder or an amendment, modification or supplement thereto not permitted by the terms of this Agreement or any notice of non-renewal or termination thereunder shall have been delivered by any party thereto or (ii) any other Transaction Document shall cease to be in full force and effect (other than by its terms) or there shall be any material breach by any party thereto or a default thereunder or any such document shall be amended, modified, restated or supplemented in a manner not expressly permitted by the terms of this Agreement or (iii) any other Management Agreement of any Borrower shall be terminated or cease to be renewed or extended or shall be amended, modified, restated or supplemented if such termination, failure to renew or extend or amendment, modification or supplement (either singly or collectively with all other such events relating to other Management Agreements) could have a Material Adverse Effect or (iv) at the time of the exercise by the Sponsors (as defined in the Put/Call Agreement) or their rights as set forth in Section 2.2 of the Put/Call Agreement or Section 6.9 of the Put/Call Agreement, any circumstance shall exist which would, under the terms of the Put/Call Agreement, prohibit Genesis from paying the Put Option Exercise Price (as defined in the Put/Call Agreement) in Genesis Common Stock (or with the proceeds of a concurrent offering of Genesis Common Stock) as permitted under the Put/Call Agreement, or (v) there shall be any "Event of Acceleration" (or successor concept) under the Put/Call Agreement, or (vi) any event shall occur which would entitle the Sponsors to exercise any remedy under Section 8.9 of the Put/Call Agreement.
Sample 1

Related to Termination of Multicare Management Agreement or other Transaction Documents

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Reference to the Effect on the Credit Agreement Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Agreement. Except as specifically amended above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by each Borrower.

  • Reference to the Effect on the Loan Documents (a) As of the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc The Company shall not, and shall not permit any of its Subsidiaries to (i) amend, modify or otherwise change the Budget or any other statement, budget, forecast, projection and operating plan and report delivered to the Lenders, unless approved by its Board of Directors and the Majority Lenders; (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (iii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness, or refund, refinance, replace or exchange any Indebtedness, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (iv) amend, modify or otherwise change any of its organizational documents, or (v) amend, modify or otherwise change any material provision of any Material Contract, or accelerate, terminate or cancel any Material Contract other than at the direction of the Board of Directors.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Financing Agreement This Amendment shall constitute a Financing Agreement.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Amendments to Transaction Documents On and after the Closing Date, each of the Transaction Documents are hereby amended as follows:

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