0001125376-19-000134 Sample Contracts

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 1, 2019 among THE ENSIGN GROUP, INC. as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent
Credit Agreement • October 1st, 2019 • Ensign Group, Inc • Services-skilled nursing care facilities • New York

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of October 1, 2019, by and among THE ENSIGN GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (in such capacity, an “Issuing Bank”) and as swingline lender (in such capacity, the “Swingline Lender”).

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MASTER LEASE
Master Lease • October 1st, 2019 • Ensign Group, Inc • Services-skilled nursing care facilities • New York

THIS MASTER LEASE (this “Lease”) is entered into as of September 23, 2019, by and among each of the entities identified on Schedule 1 (collectively, “Landlord”), and each of the entities identified as “Tenant” on Schedule 2 (individually and collectively, “Tenant”). Notwithstanding anything in this Lease to the contrary, Landlord and Tenant hereby agree that this Lease shall not be effective until October 1, 2019.

EMPLOYEE MATTERS AGREEMENT by and between THE PENNANT GROUP, INC. and THE ENSIGN GROUP, INC. Dated as of October 1, 2019
Employee Matters Agreement • October 1st, 2019 • Ensign Group, Inc • Services-skilled nursing care facilities • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019, by and between The Pennant Group, Inc., a Delaware corporation (“SpinCo”), and The Ensign Group, Inc., a Delaware corporation (“RemainCo” and with SpinCo each, individually, a “Party”, and, collectively, the “Parties”). Capitalized terms used in this Agreement, but not defined, shall have the meanings ascribed to them in the Master Separation Agreement, dated as of October 1, 2019, by and between SpinCo and RemainCo (as amended from time to time, the “Distribution Agreement”).

TAX MATTERS AGREEMENT
Tax Matters Agreement • October 1st, 2019 • Ensign Group, Inc • Services-skilled nursing care facilities

THIS TAX MATTERS AGREEMENT is dated as of October 1, 2019, by and among The Ensign Group, Inc. (“Ensign”), a Delaware corporation, by and on behalf of itself and each Affiliate of Ensign (as determined after the Distribution), and The Pennant Group, Inc., a Delaware corporation, and currently a direct, subsidiary of Ensign (“SpinCo”), by and on behalf of itself and each Affiliate of SpinCo (as determined after the Distribution). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Separation Agreement, dated as of October 1, 2019 (the “Separation Agreement”).

MASTER SEPARATION AGREEMENT
Master Separation Agreement • October 1st, 2019 • Ensign Group, Inc • Services-skilled nursing care facilities • Delaware

This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 1, 2019, by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”) and THE PENNANT GROUP, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Ensign (“Pennant”). Ensign and Pennant are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

TRANSITION SERVICES AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as of October 1, 2019
Transition Services Agreement • October 1st, 2019 • Ensign Group, Inc • Services-skilled nursing care facilities • Delaware

THIS TRANSITION SERVICES AGREEMENT (as the same may be amended or supplemented from time to time, this “Agreement”) is entered into as of October 1, 2019, by and between The Ensign Group, Inc., a Delaware corporation (“Ensign”), and The Pennant Group, Inc., a Delaware corporation (“Pennant”). Ensign and Pennant are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Separation Agreement.

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