threatened termination, cancellation or limitation of any Assumed
Contract and Lease. Regardless of whether a Consent requirement is disclosed on
Schedule 6.5, Seller will obtain such Consent prior to Closing except as
otherwise permitted by a written waiver from a Buyer.
6.6
Licenses and Permits. Seller holds all
licenses and permits that are necessary to conduct its Business as now
conducted, and all such licenses and permits are valid and in full force and
effect. No notice from any authority with respect to the suspension, revocation,
or termination of any license or permit has been received by Seller and, to the
Knowledge of Seller, there is no proposed or threatened issuance of any such
notice. Sellers will cooperate with Buyers in the application for new licenses
and permits with respect to the operation of MedCare's business at the Leased
Real Property. In furtherance of the foregoing, MedCare will execute a Power of
Attorney in the form attached as Exhibit 6.6 attached hereto.
10
6.7
Insurance. Seller is insured or self-insured
against risks normally insured against by similar businesses under similar
circumstances, including but not limited to professional liability coverage and
workers' compensation insurance, which coverage will remain in full force and
effect in accordance with policy terms with respect to all events occurring
prior to the Effective Time, regardless of whether the claim is asserted before
or after the Effective Time.
6.8
Labor Matters. Except as set forth on
Schedule 6.8:
(A)
NEITHER SELLER NOR SELLER'S BUSINESS IS A
PARTY TO OR BOUND BY ANY COLLECTIVE BARGAINING, WORKS COUNCIL, UNION
REPRESENTATION OR SIMILAR AGREEMENT OR ARRANGEMENT;
(B)
THERE IS NO CONTROVERSY EXISTING, PENDING
OR, TO THE KNOWLEDGE OF SELLER, THREATENED WITH ANY ASSOCIATION OR UNION OR
COLLECTIVE BARGAINING REPRESENTATIVE OF THE EMPLOYEES OF SELLER PERTAINING TO
THE BUSINESS;
(C)
THERE IS NO CHARGE OR COMPLAINT RELATING TO
UNFAIR LABOR PRACTICES PENDING AGAINST SELLER'S BUSINESS, NOR IS THERE ANY LABOR
STRIKE, WORK STOPPAGE, LABOR GRIEVANCE OR OTHER LABOR DISPUTE PENDING OR, TO THE
KNOWLEDGE OF SELLER, THREATENED AGAINST SELLER WITH RESPECT TO THE BUSINESS;
(D)
SELLERS ARE NEITHER ENGAGING NOR HAVE
ENGAGED IN ANY UNFAIR LABOR PRACTICE;
(E)
THERE IS NO LABOR STRIKE, DISPUTE, SLOWDOWN
OR STOPPAGE PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED AGAINST SELLER
WITH RESPECT TO THE BUSINESS;
(F)
NO RIGHT OF REPRESENTATION EXISTS
RESPECTING SELLER'S EMPLOYEES WHO ARE EMPLOYED IN THE BUSINESS;
(G)
NO COLLECTIVE BARGAINING AGREEMENT IS
CURRENTLY BEING NEGOTIATED AND NO ORGANIZING EFFORT IS CURRENTLY BEING MADE WITH
RESPECT TO SELLER'S EMPLOYEES WHO ARE EMPLOYED IN CONNECTION WITH THE BUSINESS;
AND
(H)
TO THE KNOWLEDGE OF SELLER, NO CURRENT OR
FORMER EMPLOYEE OF SELLER IN CONNECTION WITH THE BUSINESS HAS ANY CLAIM AGAINST
SELLER ON ACCOUNT OF OR FOR (I) OVERTIME PAY, OTHER THAN OVERTIME PAY FOR THE
CURRENT PAYROLL PERIOD, (II) WAGES OR SALARY (EXCLUDING CURRENT BONUS ACCRUALS
AND AMOUNTS ACCRUING UNDER PENSION AND PROFIT SHARING PLANS) FOR ANY PERIOD
OTHER THAN THE CURRENT PAYROLL PERIOD, (III) VACATION, TIME OFF OR PAY