Common use of Affiliate Transactions and Payments Clause in Contracts

Affiliate Transactions and Payments. No Tenant shall enter into any transaction with an Affiliate of any Tenant or any of the partners, members or shareholders of any Tenant except (provided no Monetary Default or any other Event of Default that is not a Non-Terminable Event of Default is continuing) in the ordinary course of business and on terms that are no less favorable to any Tenant than would be obtained in a comparable arm’s-length transaction with a third party that is not an Affiliate. After the occurrence of an Event of Default and until such Event of Default is cured (if curable), unless (i) the Event of Default is not a Monetary Default; (ii) the Event of Default would not reasonably be expected to have a material adverse effect on Facilities whose Consolidated EBITDAR is more than five percent (5%) of Consolidated EBITDAR of all of the Facilities; and (iii) Tenant is diligently pursuing a cure of such Event of Default, no Tenant shall make any payments, dividends or distributions (including dividends, liquidating distributions or cash flow distributions, in cash or otherwise “Restricted Payments”) to any Guarantor or any Ardent Party, or any shareholder, member, partner or other equity interest holder of any Tenant, any Guarantor or any Ardent Party, in each case, other than any such payments, dividends or distributions (a) from one Tenant to another Tenant or to Landlord, (b) distributions made for the sole purpose of allowing equity holders (including, but not limited to, equity holders of Guarantor) to satisfy their pass through income tax obligations with respect to income allocable to Tenant (as applicable), (c) which constitute payment for reasonable and documented pass-through operating expenses and other obligations, and (d) consisting of intercompany payments to satisfy any financing obligations (including, without limitation, any guarantee obligations) of Tenant that are not prohibited by this Lease, provided, however, for the avoidance of doubt, in no event shall such payments be used to satisfy financing obligations of any Affiliate of Tenant unless such Affiliate is a Tenant. Notwithstanding the foregoing, Tenant’s ability to make Restricted Payments shall be subject in all respects to the terms and provisions of Section 5.15 of this Lease.

Affiliate Transactions and Payments. No Tenant shall enter into any transaction with an Affiliate of any Tenant or any of the partners, members or shareholders of any Tenant except (provided no Monetary Default or any other Event of Default that is not a Non-Terminable Event of Default is continuing) in the ordinary course of business and on terms that are no less favorable to any Tenant than would be obtained in a comparable arm’s-length transaction with a third party that is not an Affiliate. After the occurrence of an Event of Default and until such Event of Default is cured (if curable), unless (i) the Event of Default is not a Monetary Default; (ii) the Event of Default would not reasonably be expected to have a material adverse effect on Facilities whose Consolidated EBITDAR is more than five percent (5%) of Consolidated EBITDAR of all of the Facilities; and (iii) Tenant is diligently pursuing a cure of such Event of Default, no Tenant shall make any payments, dividends or distributions (including dividends, liquidating distributions or cash flow distributions, in cash or otherwise “Restricted Payments”) to any Guarantor or any Ardent Party, or any shareholder, member, partner or other equity interest holder of any Tenant, any Guarantor or any Ardent Party, in each case, other than any such payments, dividends or distributions (a) from one Tenant to another Tenant or to Landlord, (b) distributions made for the sole purpose of allowing equity holders (including, but not limited to, equity holders of Guarantor) to satisfy their pass through income tax obligations with respect to income allocable to Tenant (as applicable), (c) which constitute payment for reasonable and documented pass-through operating expenses and other obligations, and (d) consisting of intercompany payments to satisfy any financing obligations (including, without limitation, any guarantee obligations) of Tenant that are not prohibited by this Lease, provided, however, for the avoidance of doubt, in no event shall such payments be used to satisfy financing obligations of any Affiliate of Tenant unless such Affiliate is a TenantTenant Control Party. Notwithstanding the foregoing, Tenant’s ability to make Restricted Payments shall be subject in all respects to the terms and provisions of Section 5.15 of this Lease.

Affiliate Transactions and Payments. No Tenant shall enter into any transaction with an Affiliate of any Tenant or any of the partners, members or shareholders of any Tenant except (provided no Monetary Default or any other Event of Default that is not a Non-Terminable Event of Default is continuing) in the ordinary course of business and on terms that are no less favorable to any Tenant than would be obtained in a comparable arm’s-length transaction with a third party that is not an Affiliate. After the occurrence of an Event of Default and until such Event of Default is cured (if curable), unless (i) the Event of Default is not a Monetary Default; (ii) the Event of Default would not reasonably be expected to have a material adverse effect on Facilities whose Consolidated EBITDAR is more than five percent (5%) of Consolidated EBITDAR of all of the Facilities; and (iii) Tenant is diligently pursuing a cure of such Event of Default, no Tenant shall make any payments, dividends or distributions (including dividends, liquidating distributions or cash flow distributions, in cash or otherwise “Restricted Payments”) to any Guarantor or any Ardent Party, or any shareholder, member, partner or other equity interest holder of any Tenant, any Guarantor or any Ardent Party, in each case, other than any such payments, dividends or distributions (a) from one Tenant to another Tenant or to Landlord, (b) distributions made for the sole purpose of allowing equity holders (including, but not limited to, equity holders of Guarantor) to satisfy their pass through income tax obligations with respect to income allocable to Tenant (as applicable), (c) which constitute payment for reasonable and documented pass-through operating expenses and other obligations, and (d) consisting of intercompany payments to satisfy any financing obligations (including, without limitation, any guarantee obligations) of Tenant that are not prohibited by this Lease, provided, however, for the avoidance of doubt, in no event shall such payments be used to satisfy financing obligations of any Affiliate of Tenant unless such Affiliate is a Tenant. Notwithstanding the foregoing, TenantXxxxxx’s ability to make Restricted Payments shall be subject in all respects to the terms and provisions of Section 5.15 of this Lease.

Affiliate Transactions and Payments. No Tenant shall enter into any transaction with an Affiliate of any Tenant or any of the partners, members or shareholders of any Tenant except (provided no Monetary Default or any other Event of Default that is not a Non-Terminable Event of Default is continuing) in the ordinary course of business and on terms that are no less favorable to any Tenant than would be obtained in a comparable arm’s-length transaction with a third party that is not an Affiliate. After the occurrence of an Event of Default and until such Event of Default is cured (if curable), unless (i) the Event of Default is not a Monetary Default; (ii) the Event of Default would not reasonably be expected to have a material adverse effect on Facilities whose Consolidated EBITDAR is more than five percent (5%) of Consolidated EBITDAR of all of the Facilities; and (iii) Tenant is diligently pursuing a cure of such Event of Default, no Tenant shall make any payments, dividends or distributions (including dividends, liquidating distributions or cash flow distributions, in cash or otherwise “Restricted Payments”) to any Guarantor or any Ardent Party, or any shareholder, member, partner or other equity interest holder of any Tenant, any Guarantor or any Ardent Party, in each case, other than any such payments, dividends or distributions (a) from one Tenant to another Tenant or to Landlord, (b) distributions made for the sole purpose of allowing equity holders (including, but not limited to, equity holders of Guarantor) to satisfy their pass through income tax obligations with respect to income allocable to Tenant (as applicable), (c) which constitute payment for reasonable and documented pass-through operating expenses and other obligations, and (d) consisting of intercompany payments to satisfy any financing obligations (including, without limitation, any guarantee obligations) of Tenant that are not prohibited by this Lease, provided, however, for the avoidance of doubt, in no event shall such payments be used to satisfy financing obligations of any Affiliate of Tenant unless such Affiliate is a TenantTenant Control Party. Notwithstanding the foregoing, TenantXxxxxx’s ability to make Restricted Payments shall be subject in all respects to the terms and provisions of Section 5.15 of this Lease.