Operations Transfer Agreements Sample Clauses
Operations Transfer Agreements. (i) The Parties desire that on the Closing Date but subject to Section 4.5 below, (i) the applicable CCRC OpCo-Subs, the applicable BKD Lessees, Existing BKD/HCP Facility Manager and BKD CCRC Manager will provide for the orderly transition of operations of each HCP CCRC Facility and clarify each such party’s responsibilities and obligations with regard to such transfer of operations and management of each HCP CCRC Facility, including financial adjustments relating thereto, pursuant to the terms of an operations transfer agreement in substantially the form attached hereto as Exhibit N (each, a “HCP CCRC Facility OTA,” and collectively,
Operations Transfer Agreements. (i) Each of the RIDEA OpCo-Subs, the E Lessees and BKD RIDEA Manager shall enter into the E Facility OTA;
(ii) Brookdale shall enter into the Brookdale E Facility OTA Guaranty.
Operations Transfer Agreements. (i) Each of the applicable CCRC OpCo-Subs, the BKD Lessees, Existing BKD/HCP Facility Manager and BKD CCRC Manager shall enter into the HCP CCRC Facility OTA;
(ii) Each of the applicable CCRC OpCo-Subs, the BKD CCRC Subs, Existing BKD/HCP Facility Manager, BKD CCRC Manager and, as applicable, Brookdale shall enter into the BKD CCRC Facility OTA; and
(iii) Brookdale shall enter into the Brookdale HCP CCRC Facility OTA Guaranty.
Operations Transfer Agreements. As defined in Section 48.1.1(b).
Operations Transfer Agreements. On or before the Due Diligence Expiration Date, each applicable Transferor and each applicable Designated Assignee shall have executed and delivered an operations transfer agreement substantially in the form of Exhibit D attached hereto with respect to each Facility (each, an “OTA” and collectively, the “OTAs”). Each Transferor and each Designated Assignee agree that they will timely perform their respective obligations under the OTAs and failure to do so shall constitute a breach by such Transferor or such Designated Assignee, as applicable, of the applicable OTA (subject to the terms and provisions of such OTA, including any notice requirement or cure period).
Operations Transfer Agreements. Purchaser shall take such actions at the direction of Seller as Seller shall reasonably request to enforce all rights under the Operations Transfer Agreements. Neither Purchaser nor any Acquired Subsidiary shall after the Closing compromise or settle any claim arising under any Operations Transfer Agreement without first notifying Purchaser at least ten (10) Business Days prior to entering into such compromise or settlement and shall refrain from effecting any compromise or settlement as to which Seller shall reasonably object on grounds that it would adversely affect Seller. In no event shall Purchaser or any Acquired Subsidiary settle or compromise any of the matters listed on Schedule 6.6 without Seller's prior written consent. Purchaser shall take all steps requested by Seller, at Seller's expense, to effect any settlement or compromise of the matters listed on Schedule 6.6, and any such settlement or compromise shall be for the benefit of Seller and not for the benefit of Purchaser or any Acquired Subsidiary. Purchaser shall provide, or shall cause the Acquired Subsidiaries to provide, to Seller copies of any and all correspondence with Sun Healthcare Group, Inc. or its affiliates or representatives that relate in any mater to any Operations Transfer Agreement.
Operations Transfer Agreements. Copies of the Operations Transfer Agreements and such agreements between Lender and Old Operators as Lender shall require.
Operations Transfer Agreements. On or before the Execution Date, Purchaser has caused the OTA Transferee with respect to each Facility, and Seller has caused Seller Party with respect to each Facility, to enter into an Operations Transfer Agreement in substantially the form attached hereto as Collective Exhibit K (each, an “OTA”). Seller acknowledges that Regency has executed the OTAs identified in Schedule 3.6 for Facilities where Purchaser has not otherwise produced a third-party operator; Regency may assign such OTAs to third party operators by no later than July 22, 2017, or on such later date as may be permitted under Section 10.4(a) with respect to any Operator Delay Facility.
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Operations Transfer Agreements. Contemporaneously with the Parties’ entry into this Agreement, and as a condition precedent to the effectiveness of this Agreement, Purchaser shall cause the OTA Transferee with respect to each Facility, and Seller shall cause the applicable Current Operator with respect to each Facility, to enter into an Operations Transfer Agreement in substantially the form attached hereto as Exhibit I (each, an “OTA”).