Common use of Absolute Net Lease Clause in Contracts

Absolute Net Lease. Except as expressly set forth herein and in the Transfer Agreement, all Rent payments shall be absolutely net to Landlord, free of any and all Taxes (as defined below in Section 6), Other Charges (as defined below in Section 6), and Tenant’s operating or other expenses of any kind whatsoever, all of which shall be paid by Tenant. Except as expressly set forth herein and in the Transfer Agreement, (i) Tenant shall continue to perform its obligations under this Lease even if Tenant claims it has been damaged by Landlord, (ii) Tenant shall at all times remain obligated under this Lease without any right of set-off, counterclaim, abatement, deduction, reduction or defense of any kind (except as set forth in Sections 18 and 19 below) and (iii) Tenant’s sole right to recover damages against Landlord under this Lease shall be to prove such damages in a separate action. Pursuant to the Transfer Agreement, and notwithstanding anything herein to the contrary, Landlord and Tenant acknowledge and agree that Tenant may offset any recoupment of Medicare, Medicaid, or any other Losses (as that term is defined in the Transfer Agreement) against Rent; provided, that Tenant shall promptly notify Landlord of the offset and the reason therefor. Notwithstanding anything herein to the contrary, Landlord and Tenant hereby acknowledge and agree that Tenant’s obligations hereunder shall be conditioned upon the Prime Lease continuing to be in full force and effect for the Term of this Lease.