Licensing Matters Clause Examples
Licensing Matters. (a) If prior to the Closing or within one (1) year following any Closing Date, there is a cost incurred to resolve any conditions relating to the Facilities, Real Property or the Personal Property that existed as of the Closing Date subject to and required by Governmental Authorities as a result of a survey and/or re-licensing inspection by any Governmental Authority in connection with Purchaser's attempts to obtain Governmental Approvals (a "Licensing Survey"), Seller shall bear all such costs to the extent they are based on Applicable Laws in effect as of the relevant Closing Date for the applicable Facility and the condition of the relevant Facility(ies) as of Closing. Seller shall have the right to promptly approve any third party whose services are engaged to resolve any condition described above to the extent the cost to resolve such condition exceeds $10,000, such approval not to be unreasonably withheld.
(b) In connection with any Licensing Survey, Seller and Purchaser agree to cooperate fully with each other in preparing, filing, prosecuting, and taking any other actions with respect to any applications, requests, or actions that are or may be reasonable and necessary to obtain the Governmental Approvals.
(c) With respect to (i) any Licensing Survey, and (ii) any other survey or other relicensing inspection by any Governmental Authority conducted at any time after the applicable Closing Date for any Facility as a result of Purchaser's application for Governmental Approvals, Seller agrees to be responsible for all citations and/or deficiencies attributable to (i) pre-closing activities that violate a healthcare statute, rule or regulation (and which violation did not first occur after the Closing Date) and (ii) pre-closing conditions, and Seller shall correct and/or pay for such citations and/or deficiencies to the extent applicable. Seller's responsibility shall include correcting all non-compliances and/or citations, paying any and all fines, providing a Plan of Correction (prior to Closing), providing and bearing the expense for all consultants, staff, materials, supplies and equipment necessary to complete the Plan of Correction, and achieve full compliance. To the extent that such corrections cannot be completed prior to Closing, then Seller shall be required to place in escrow an amount equal to one hundred percent (100%) of the reasonable estimated cost of the corrections required in the Plan of Correction. Nothing herein shall limit Seller'...
Licensing Matters. Each Member covenants and agrees to provide all information, execute all documents, and do all other things requested (without, however, assuming any monetary liability) by the Board in connection with the Company's application for, or obtaining of, any liquor, beverage, entertainment, operating or other license or permit sought by the Company. The Members acknowledge that the Company may require that the Members provide certain information or documents, and may require the Members' execution of such documents and other certificates, in connection with the Company's operations and activities, including but not limited to any application for and ownership of licenses related to the production, manufacture and sale of alcoholic beverages. Each Member covenants and agrees to fully cooperate with the Company and the Board in connection with the foregoing. If the Board determines in its sole and absolute discretion that the Member’s continued ownership of a Membership Interest is prohibited by any such license or permit or that the Company’s compliance with any such license or permit is jeopardized by the Member’s continued ownership of a Membership Interest or if any Member fails to provide such cooperation or fails to provide all of the information, documents, certificates and other things requested by the Board within ten (10) days of written request therefor, then, upon the written election of the Board, to be exercised in the Board’s sole and absolute discretion, such Member shall sell to the Company or any person designated by the Board, such Member's Membership Interest. The purchase price and other terms and conditions of sale of the Membership Interest shall be determined in accordance with Article 8, with all time periods being calculated from the date of the Board’s written notice pursuant to this Section 4.9. Any failure by the Company or the Board to request any information, documents, certificates or any other things from any Member at any time or from time to time shall not constitute a waiver of the right to do so at any other time or the application of the aforementioned provisions at any such other time.
Licensing Matters. (a) Interest Holders shall maintain: (i) all licenses issued and administered by any regulatory authority until such time as TPT can change title to Purchased Assets. Interest Holders covenants and agrees to maintain such licenses.
(b) On the Closing Date, all licensing shall be in good standing, and, to Interest Holders' knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of Interest Holders after Closing.
Licensing Matters. (a) SDM shall maintain: (i) all Licenses issued and administered by any regulatory authority ____________and covenants and agrees to maintain such license.
(b) On the Closing Date, all licensing shall be in good standing, and, to SDM's knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of SDM after Closing.
Licensing Matters. With respect to each Facility, the Operator Licenses and the Provider Agreements represent all of the licenses, permits, approvals, and provider agreements necessary in order to operate the Facilities as healthcare facilities, and receive regular reimbursement for services rendered under Medicare and Medicaid, and, no other material franchise, license, permit, order or approval of any governmental or quasi-governmental authority is material to or necessary for Seller, Current Owner or any Current Operator to receive regular reimbursement for services rendered under Medicare and Medicaid. Neither Seller, Current Owner, any Current Operators nor any of their respective representatives, officers, directors, agents or employees have been disqualified from participating in either the Medicare or Medicaid programs. Without limitation of the foregoing, none of Seller, Current, Owner, any Current Operators or their respective officers, directors or managing employees or other employees or agents has engaged in any activities which are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare, or any other state health care program. There is no, and there shall continue to be no, threatened, existing or pending revocation, suspension, termination, probation, restriction, limitation or nonrenewal affecting Seller, Current Owners, the Current Operators or the Facilities of any participation or Provider Agreements with Medicare, Medicaid or any Third Party Payor Programs to which Seller, Current Owners or the Current Operators presently or at any time hereafter are subject. All Medicaid, Medicare and private insurance cost reports and financial reports submitted by Seller Current Owner or any Current Operators are and will be materially accurate and complete and have not been and will not be misleading in any material respects. At Closing, the foregoing representation and warranty shall be true and current with respect to the Facilities, Seller, Current Owner, any Current Operators and all of the Operators which will be tenants under the Lease.
Licensing Matters. (a) From and after the Closing, in the event there is a cost incurred to resolve any conditions relating to the Real Property or the Personal Property subject to and required by governmental authorities as a result of change of ownership survey and/or re-licensing inspection by a governmental authority arising from this transaction (a "First Post-Closing Survey"), Purchaser shall bear all such costs and shall indemnify and hold harmless Seller therefrom. Such covenant and indemnity shall survive Closing.
(b) In connection with survey and re-licensing matters, Seller and the Purchaser agree to cooperate fully with each other in preparing, filing, prosecuting, and taking any other actions with respect to any applications, requests, or actions that are or may be reasonable and necessary to obtain the consent of any governmental instrumentality.
Licensing Matters. 37 ARTICLE 16 ACCESS 38 16.1 Landlord’s Access 38 16.2 Access for Repairs and Alterations 38 ARTICLE 17 ENVIRONMENTAL MATTERS 39 17.1 Use of Hazardous Materials 39 17.2 Compliance with Environmental Laws 39 17.3 Environmental Liens 39 17.4 Notice to Landlord 39 17.5 Legal Proceedings 40 17.6 Consent to Remedial Action 40 17.8 Landlord’s Right to Inspect 41 17.9 Landlord’s Costs 41 ARTICLE 18 OPERATIONS 41 18.1 Independent Contractors 41 18.2 Tenant Employees. 42 18.3 Operating Permits 43 18.4 Trademark License 43 18.5 Guest Data. 44 ARTICLE 19 MISCELLANEOUS PROVISIONS 45 19.1 Signs 45 19.2 Headings 45 19.3 Entire Agreement 45 19.4 Successors and Assigns 45 19.5 Notices 46 19.6 Severability 47 19.7 No Brokers 47 19.8 Rules of Construction 47 19.9 Time is of the Essence 47 19.10 Force Majeure 47 19.11 Governing Law/Consent to Jurisdiction/Venue 47 19.12 Waiver of Jury Trial 47 19.13 No Recording 47 19.14 Tenant Remedies 47 19.15 Third Persons 48 19.16 Waiver 48 19.17 Counterparts and Admissibility of Electronic Copies 48 19.18 Attorneys’ Fees 48 19.19 Anti-Corruption Representations 48 19.20 Anti-Terrorism Law 48 19.21 Confidential Information 49 19.22 Regulatory Provisions 49 SCHEDULE A — LEGAL DESCRIPTION OF LAND SCHEDULE B — TENANT INSURANCE REQUIREMENTS SCHEDULE C — LANDLORD INSURANCE REQUIREMENTS SCHEDULE D — DEPICTION OF DEVELOPMENT PARCEL SCHEDULE E — FORM OF SNDA SCHEDULE F — FORM OF ASSIGNMENT AGREEMENT SCHEDULE G — DEVELOPMENT PARCEL TAX METHODOLOGY SCHEDULE H — OPERATING BUSINESS PROVISIONS SCHEDULE I — FORM OF TRANSITION SERVICES AGREEMENT This LEASE AGREEMENT is made as of [__], 20[19] (as the same may be amended, modified and/or restated from time to time in accordance with the terms and conditions hereof, this “Lease”), between IC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLC, a Delaware limited liability company (subject to Section 19.4, “Landlord”), and RIO PROPERTIES, LLC, a Nevada limited liability company (subject to Section 19.4, “Tenant”).
Licensing Matters. (a) Seller shall maintain: (i) all Licenses issued and administered by any regulatory authority related to the Assets. Seller covenants and agrees to maintain such license, where it exists and is necessary.
(b) On the Closing Date, all licensing shall be in good standing, and, to Seller's knowledge, this transaction shall not jeopardize the licenses of the Assets, if any, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license, if any, of the Assets after Closing.
Licensing Matters. The Administrative Agent shall have (i) reviewed and shall be satisfied with the Loan Parties’ product and brand licensing agreements and (ii) to the extent requested by the Administrative Agent, received Consent to Assignment duly executed by the licensor under each such licensing agreement pursuant to which each such licensor shall have consented to the collateral assignment by the Borrowers of all of their rights thereunder to the Administrative Agent as security for the Secured Obligations.
Licensing Matters. (a) HRS and HRS Mobile shall maintain: (i) all licenses issued and administered by any regulatory authority. HRS and HRS Mobile covenant and agree to maintain such licenses through Closing.
(b) On the Closing Date, all licensing shall be in good standing, and, to the respective knowledge HRS and HRS Mobile's respective Managers, this transaction shall not jeopardize the licenses of acquiree, nor its material contracts with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of HRS and HRS Mobile after Closing.