ANY
APPLICABLE LAW, AND THE COMPANY HAS NO KNOWLEDGE OF ANY PROPOSED CHANGE IN ANY
APPLICABLE LAW THAT WOULD HAVE A COMPANY MATERIAL ADVERSE EFFECT.
THE COMPANY
HAS NOT RECEIVED ANY OPINION OR MEMORANDUM OR LEGAL ADVICE FROM LEGAL COUNSEL TO
THE EFFECT THAT IT IS EXPOSED, FROM A LEGAL STANDPOINT, TO ANY LIABILITY,
INCLUDING, WITHOUT LIMITATION ,ANY LIABILITY UNDER ANY OF THE MATERIAL
AGREEMENTS, WHICH MAY BE MATERIAL TO ITS BUSINESS, PROSPECTS, FINANCIAL
CONDITION, OPERATIONS, PROPERTY OR AFFAIRS OR RESULT IN A COMPANY MATERIAL
ADVERSE EFFECT.
THERE IS NO EXISTING LAW, RULE, REGULATION OR ORDER, AND THE
COMPANY IS NOT AWARE OF ANY PROPOSED LAW, RULE, REGULATION OR ORDER, WHETHER
FEDERAL, STATE, COUNTY OR LOCAL, WHICH WOULD PROHIBIT THE COMPANY FROM, OR
OTHERWISE MATERIALLY ADVERSELY AFFECT THE COMPANY IN CONDUCTING ITS BUSINESS IN
ANY JURISDICTION IN WHICH IT PROPOSES TO CONDUCT BUSINESS.
(B)
THE COMPANY HAS, AND, TO THE COMPANY'S KNOWLEDGE, ALL PROFESSIONAL
EMPLOYEES OR AGENTS OF THE COMPANY WHO ARE PERFORMING HEALTH CARE OR HEALTH CARE
RELATED FUNCTIONS ON BEHALF OF THE COMPANY HAVE, ALL LICENSES, FRANCHISES,
PERMITS, ACCREDITATIONS, PROVIDER NUMBERS, AUTHORIZATIONS, INCLUDING
CERTIFICATES OF NEED, CONSENTS OR ORDERS OF, OR FILINGS WITH, OR OTHER APPROVALS
FROM ALL GOVERNMENTAL AUTHORITIES ("APPROVALS") NECESSARY FOR THE CONDUCT OF, OR
RELATING TO THE OPERATION OF, THE BUSINESS OF THE COMPANY AND THE OCCUPANCY AND
OPERATION, FOR ITS PRESENT USES, OF THE REAL AND PERSONAL PROPERTY WHICH THE
COMPANY OWNS OR LEASES.
NEITHER THE COMPANY NOR, TO THE COMPANY'S KNOWLEDGE,
ITS PROFESSIONAL EMPLOYEES OR AGENTS (ACTING IN SUCH CAPACITIES) IS IN VIOLATION
OF ANY SUCH APPROVAL IN ANY MATERIAL RESPECT OR ANY TERMS OR CONDITIONS
THEREOF.
ALL SUCH APPROVALS ARE IN FULL FORCE AND EFFECT, HAVE BEEN ISSUED TO
AND FULLY PAID FOR BY THE HOLDER THEREOF AND NO NOTICE OR WARNING FROM ANY
GOVERNMENTAL AUTHORITY WITH RESPECT TO THE SUSPENSION, REVOCATION OR TERMINATION
OF ANY APPROVAL HAS BEEN, TO THE KNOWLEDGE OF THE COMPANY, THREATENED OR ISSUED
OR GIVEN TO THE COMPANY.
NO SUCH APPROVALS WILL IN ANY WAY BE AFFECTED BY,
TERMINATE OR LAPSE BY REASON OF THE CONSUMMATION OF ALL OR ANY PORTION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.23
CERTAIN REGULATORY MATTERS.
THE COMPANY HAS NOT SINCE INCEPTION
RECEIVED NOTICE THAT THE COMPANY HAS BEEN, OR TO THE COMPANY'S KNOWLEDGE WILL
BE, THE SUBJECT OF ANY INVESTIGATIVE PROCEEDING BEFORE ANY FEDERAL OR STATE
REGULATORY AUTHORITY OR THE AGENT OF ANY SUCH AUTHORITY, INCLUDING, WITHOUT
LIMITATION, FEDERAL AND STATE HEALTH AUTHORITIES.
16
4.24
OWNERSHIP OF PROPERTY.
THE COMPANY HAS (A) GOOD AND MARKETABLE AND
INSURABLE FEE SIMPLE TITLE TO ITS OWNED REAL PROPERTY, FREE AND CLEAR OF ALL
LIENS, CLAIMS, CHARGES OR ENCUMBRANCES, (B) A VALID AND MARKETABLE LEASEHOLD
INTEREST IN ALL LEASED REAL PROPERTY, AND EACH OF SUCH LEASES IS VALID AND
ENFORCEABLE BY THE COMPANY IN ACCORDANCE WITH ITS TERMS AND IS IN FULL FORCE AND
EFFECT, AND (C) GOOD AND MARKETABLE TITLE TO, OR VALID LEASEHOLD INTERESTS IN,
ALL OF ITS OTHER PROPERTIES AND