TPA Approval Sample Clauses

TPA Approval. This Agreement is subject to the following HUD Required Language: This Agreement is expressly conditioned upon preliminary approval by HUD of the transactions as set forth in form HUD 92266, Application for Transfer of Physical Assets, and supporting documents submitted to HUD. None of the terms and conditions of this Agreement shall be effective prior to such HUD approval. The BRI Partnership will not take possession of the Transferor Partnership or the Property nor assume the burdens and benefits of project ownership prior to such approval by HUD.
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TPA Approval. 31 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT for the purchase and sale of assets and certain shares of capital stock ("Agreement"), is made and entered into as of August 26, 2002, by and among Constellation Health Services, Inc., a Maryland corporation ("CHSI"), and the Persons identified as Sellers on Schedule 7(k), on the one hand (CHSI and such Persons collectively, "Seller"), and Senior Housing Properties Trust, a Maryland real estate investment trust ("Buyer" or "SNH"), on the other hand, and only for purposes of Section 10(d), Constellation Real Estate Group, Inc., a Maryland corporation (the "Guarantor").
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TPA Approval. Buyer shall have received the TPA Approval.
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TPA Approval. This Agreement is subject to the following HUD Required Language: This Agreement is expressly conditioned upon preliminary approval by HUD of the transactions as set forth in form HUD 92266, Application for Transfer of Physical Assets, and supporting documents submitted to HUD. None of the terms and conditions of this Agreement shall be effective prior to such HUD approval. The BRI Partnership will not take possession of the Transferor Partnership or the Property nor assume the burdens and benefits of project ownership prior to such approval by HUD. The Transferor Partnership shall file with the appropriate Area Office of HUD an Application (the "Application") for Transfer of Physical Assets ("TPA Approval"). The BRI Partnership and the Transferor Partnership shall use reasonable efforts to obtain the TPA Approval from HUD. The BRI Partnership shall supply any and all documentation and additional information required by HUD in order to properly complete the Application. In the event that the Lender must join in and execute the Application, the Transferor Partnership shall be responsible to obtain the execution of the Application by Lender. In the event that any special conditions are set forth in the preliminary HUD TPA Approval or required by the Lender relating to the transfer of ownership of the Transferor Partnership to the BRI Partnership and satisfaction of the same is reasonably and verifiably estimated by the BRI Partnership to involve an aggregate cost to the Transferor Partners of not more than $5,000.00, the Transferor Partners shall be obligated to proceed with the Closing and the BRI Partnership shall receive a credit equal to the estimated aggregate cost to comply with said special conditions up to a maximum of $5,000.00. If the cost, as estimated by the BRI Partnership, to comply with the special conditions exceeds $5,000.00, the BRI Partnership shall have the option either to terminate this Agreement or to proceed with the Closing under this Agreement and to fund all amounts necessary to comply said special conditions in excess of $5,000.00 (in which event the BRI Partnership shall receive a credit against the BRI Additional Payment in the sum of $5,000.00 from the Transferor Partners). One half (1/2) of any fees payable to HUD arising out of the Application shall be paid by the Transferor Partners and one half (1/2) of any such fees shall be paid by the BRI Partnership. In addition to the foregoing, the legal fees of counsel retained by th...
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Related to TPA Approval

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Regulatory Approval Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • No Regulatory Approval By the Company or Parent, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event any Requisite Regulatory Approval shall have been denied by final, nonappealable action by such Governmental Authority or a Governmental Authority shall have requested the permanent withdrawal of an application therefor.

  • Listing Approval The Shares to be delivered on the Closing Date or any Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and its counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled on, or at any time prior to, the Closing Date or any Additional Closing Date, as the case may be, by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

  • Required Regulatory Approvals Certain transactions required, permitted or otherwise contemplated by this Agreement may under certain circumstances require prior filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner. Such transactions include: (a) issuance or purchase of any additional capital stock of the Company or other securities convertible into or exchangeable or exercisable for capital stock of the Company pursuant to Sections 1.2 or 3.4; (b) transfer of Shares to a wholly owned subsidiary of a Shareholder, to another Shareholder or to a wholly owned subsidiary of another Shareholder pursuant to Sections 3.1(a) or 3.4; (c) exercise of preemptive rights by a Shareholder pursuant to Section 3.2; and (d) exercise of call rights by the Company or a Shareholder pursuant to Section 3.3 (including pursuant to the two provisos in Section 3.1(b)). Notwithstanding anything to the contrary contained in this Agreement, any such transactions requiring filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner shall not, to the extent within the control of a party hereto, be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained, and to the extent not within the control of an applicable party hereto, such party shall use best efforts to cause such transactions not to be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained.

  • NASDAQ Approval The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares.

  • Regulatory Approvals All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

  • Antitrust Approval The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion of the Notes. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion of Notes held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

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