Common use of Compliance with Legal Requirements and Authorizations Clause in Contracts

Compliance with Legal Requirements and Authorizations. 5.4.1 Tenant, at its sole cost and expense, shall promptly (a) comply in all material respects with all Legal Requirements and Insurance Requirements regarding the use, condition and operation of each Facility and the Tenant Personal Property, and (b) procure, maintain and comply in all material respects with all Authorizations. The Authorizations for any Facility shall, to the maximum extent permitted by Legal Requirements, relate and apply exclusively to such Facility, and Tenant acknowledges and agrees that, subject to all applicable Legal Requirements, the Authorizations are appurtenant to the Facilities to which they apply, both during and following the termination or expiration of the Term. 5.4.2 Tenant and the Premises shall comply in all material respects with all licensing and other Legal Requirements applicable to the Premises and the business conducted thereon and, to the extent applicable, all Third Party Payor Program requirements. Further, Tenant shall not commit any act or omission that would in any way violate any certificate of occupancy affecting any Facility, result in closure of the Facility, result in the termination or suspension of Tenant’s ability to operate any Facility for its Primary Intended Use or result in the termination, suspension, non-renewal or other limitation of any Authorization, including, but not limited to, the authority to admit residents to any Facility or right to receive reimbursement for items or services provided at any Facility from any Third Party Payor Program. 5.4.3 Tenant shall not transfer any Authorizations to any location other than the Facility operated by such Tenant or as otherwise required by the terms of this Lease nor pledge any Authorizations as collateral security for any loan or indebtedness except as required by the terms of this Lease.

Compliance with Legal Requirements and Authorizations. 5.4.1 6.4.1 Tenant, at its sole cost and expense, shall promptly (a) comply in all material respects with all Legal Requirements and Insurance Requirements regarding the use, condition and operation of each Facility Facility, the Landlord Personal Property and the Tenant Personal Property, and (b) procure, maintain and comply in all material respects with all Authorizations. The Authorizations for any Facility shall, to the maximum extent permitted by Legal Requirements, relate and apply exclusively to such Facility, and Tenant acknowledges and agrees that, subject to all applicable Legal Requirements, the Authorizations (other than the Provider Agreements) are appurtenant to the Facilities to which they apply, both during and following the termination or expiration of the Term. Landlord will cooperate with Tenant and use commercially reasonable efforts, where necessary or required of Landlord as owner of the Premises, to enable Tenant to obtain and maintain the Authorizations necessary or required to use and operate any Facility for its Primary Intended Use. 5.4.2 6.4.2 Tenant and the Premises shall comply in all material respects with all licensing and other Legal Requirements applicable to the Premises and the business conducted thereon and, to the extent applicable, all Third Party Payor Program requirements. Further, Tenant shall not commit any act or omission that would in any way violate any certificate of occupancy affecting any Facility, result in closure of the any Facility, result in the termination or suspension of Tenant’s ability to operate any Facility for its Primary Intended Use or result in the termination, suspension, non-renewal or other limitation of any Authorization, including, but not limited to, the authority to admit residents to any Facility or right to receive reimbursement for items or services provided at any Facility from any Third Party Payor Program. 5.4.3 6.4.3 Tenant shall not transfer any Authorizations to any location operated by Tenant other than the Facility operated by such Tenant or as otherwise required by the terms of this Lease nor pledge any Authorizations as collateral security for any loan or indebtedness except as required by the terms of this LeaseLease and subject to the intercreditor agreement with Tenant’s working capital lender as provided in Section 20.2 to the extent applicable. 6.4.4 Anything herein to the contrary notwithstanding, to the extent that on the Commencement Date any of the Leased Improvements constitute a legally permitted non-conforming use or structure, or are the subject of any waiver, variance or special use permit, under applicable zoning, subdivision or other land use laws, ordinances or regulations, Landlord acknowledges and agrees that the terms of this Lease with respect to Tenant’s compliance with all Legal Requirements in this Section 6.4 and Tenant’s maintenance and repair obligations under Section 7.1 shall not be deemed to be breached, nor shall Tenant be deemed to have failed to perform its obligations hereunder, by Tenant maintaining such Leased Improvements in good order and repair for at least the same use and in at least the same configuration and condition as exists on the Commencement Date and in compliance with the applicable waiver, variance, special use permit or similar exception to the applicable Legal Requirement.

Compliance with Legal Requirements and Authorizations. 5.4.1 6.4.1 Tenant, at its sole cost and expense, shall promptly (a) comply in all material respects with all Legal Requirements and Insurance Requirements regarding the use, condition and operation of each Facility and the Tenant Personal Property, and (b) procure, maintain and comply in all material respects with all Authorizations. The Authorizations for any Facility shall, to the maximum extent permitted by Legal Requirements, relate and apply exclusively to such Facility, and Tenant acknowledges and agrees that, subject to all applicable Legal Requirements, the Authorizations are appurtenant to the Facilities to which they apply, both during and following the termination or expiration of the Term. 5.4.2 6.4.2 Tenant and the Premises shall comply in all material respects with all licensing and other Legal Requirements applicable to the Premises and the business conducted thereon and, to the extent applicable, all Third Party Payor Program requirements. Further, Tenant shall not commit any act or omission that would in any way violate any certificate of occupancy affecting any Facility, result in closure of the Facility, result in the termination or suspension of Tenant’s ability to operate any Facility for its Primary Intended Use or result in the termination, suspension, non-renewal or other limitation of any Authorization, including, but not limited to, the authority to admit residents to any Facility or right to receive reimbursement for items or services provided at any Facility from any Third Party Payor Program. 5.4.3 6.4.3 Tenant shall not transfer any Authorizations to any location other than the Facility operated by such Tenant or as otherwise required by the terms of this Lease nor pledge any Authorizations as collateral security for any loan or indebtedness except as required by the terms of this Lease.

Compliance with Legal Requirements and Authorizations. 5.4.1 6.4.1 Tenant, at its sole cost and expense, shall promptly (a) comply in all material respects with all Legal Requirements and Insurance Requirements regarding the use, condition and operation of each Facility and the Tenant Personal Property, and (b) procure, maintain and comply in all material respects with all Authorizations. The Authorizations for any Facility shall, to the maximum extent permitted by Legal Requirements, relate and apply exclusively to such Facility, and Tenant acknowledges and agrees that, subject to all applicable Legal Requirements, the Authorizations are appurtenant to the Facilities to which they apply, both during and following the termination or expiration of the Term.. Liberty:Pristine 5.4.2 6.4.2 Tenant and the Premises shall comply in all material respects with all licensing and other Legal Requirements applicable to the Premises and the business conducted thereon and, to the extent applicable, all Third Party Payor Program requirements. Further, Tenant shall not commit any act or omission that would in any way violate any certificate of occupancy affecting any Facility, result in closure of the Facility, result in the termination or suspension of Tenant’s ability to operate any Facility for its Primary Intended Use or result in the termination, suspension, non-renewal or other limitation of any Authorization, including, but not limited to, the authority to admit residents to any Facility or right to receive reimbursement for items or services provided at any Facility from any Third Party Payor Program. 5.4.3 6.4.3 Tenant shall not transfer any Authorizations to any location other than the Facility operated by such Tenant or as otherwise required by the terms of this Lease nor pledge any Authorizations as collateral security for any loan or indebtedness except as required by the terms of this Lease. 6.4.4 On or before August 10, 2015 (or, if the outgoing operator has not filed their change of ownership notice as of such date, within one (1) Business Day following the filing thereof by said outgoing operator), Tenant shall file and submit (or cause to be filed and submitted) all applications, petitions, and other documents (the “Required Authorizations Applications”) that are necessary or appropriate for it to obtain the Required Authorizations with respect to each Facility, which Required Authorizations Applications shall include, but not be limited to: (i) a Change of Operator Notice to be filed with the Ohio Department of Medicaid, (ii) an application for each Tenant to obtain an operating license for each Facility from the Department of Health of the State of Ohio, (iii) applications necessary for the transfer or assignment of all Medicare Provider Agreements to Tenant, and (iv) applications necessary for the transfer or assignment of all Medicaid Provider Agreements to Tenant; provided, however, that Tenant shall have until August 25, 2015 to submit CMS form 855A with respect to each Facility. Tenant shall continuously and diligently pursue such issuance of the Required Authorizations by September 30, 2015, including without limitation by promptly responding to all requests for information, comments and the like from any Governmental Authority. Concurrently with delivery or promptly after receipt (as applicable), Tenant shall provide Landlord with copies of all applications, filings, notices, and correspondence delivered to or received from any Governmental Authority with respect to the Required Authorizations Applications, including, but not limited to, the issuance of or rejection of the application for, the Required Authorizations. Tenant shall keep Landlord fully advised as to the status of Tenant’s efforts to obtain the Required Authorizations and of any material developments in connection therewith. If Tenant does not obtain the Required Authorizations on or prior to the outside date for closing on the acquisition of the Facilities pursuant to the Purchase Agreement (or if Landlord reasonably determines that Tenant obtaining the Required Authorizations on or before said outside date is impossible), then Landlord may elect to terminate this Lease by delivering written notice of such election to Tenant. 6.4.5 Tenant shall use its commercially reasonable efforts to cooperate in good faith with the current owner and/or operator of the Facilities (individually, and collectively, “Current Operator”), including, without limitation, prior to the acquisition of the Facilities by Landlord pursuant to the Purchase Agreement and/or OTA, to provide such information, documents, materials and other matters reasonably requested by the Current Operator in connection with transfer of ownership and operation of the Facilities. Liberty:Pristine 6.4.6 Upon Landlord’s request (and despite the Required Authorizations not yet having been received), and without limiting amending, or otherwise modifying Tenant’s obligations under Section 6.4.4, Tenant shall execute, deliver, and assume operations at the Facilities pursuant to the form of interim subleases and interim management agreements contemplated by the Purchase Agreement. 6.4.7 Tenant shall, on or before July 30, 2015, enter into an Operations Transfer Agreement (each, an “OTA”) with Current Operator with respect to the Premises, which shall provide, inter alia, that the operations of the Premises shall be transitioned to Tenant immediately after midnight on the Commencement Date. Tenant hereby covenants that it shall comply in all material respects with its obligations under the OTA. Tenant hereby agrees and acknowledges that if Tenant breaches the OTA, the same may result in a breach by Landlord under the Purchase Agreement and the forfeiture of Landlord’s xxxxxxx money deposit thereunder. As material part of the consideration for Landlord to enter into this Lease, Tenant hereby agrees to, and shall, indemnify, defend, protect and hold harmless Landlord from and against any Losses that Landlord may incur under the Purchase Agreement solely as a result of Tenant breaching its obligations under the OTA.

Compliance with Legal Requirements and Authorizations. 5.4.1 Tenant, at its sole cost and expense, shall promptly (a) comply in all material respects with all Legal Requirements and Insurance Requirements regarding the use, condition and operation of each Facility and the Tenant Personal Property, and (b) procure, maintain and comply in all material respects with all Authorizations. The Authorizations for any Facility shall, to the maximum extent permitted by Legal Requirements, relate and apply exclusively to such Facility, and Tenant acknowledges and agrees that, subject to all applicable Legal Requirements, the Authorizations are appurtenant to the Facilities to which they apply, both during and following the termination or expiration of the Term. 5.4.2 Tenant and the Premises shall comply in all material respects with all licensing and other Legal Requirements applicable to the Premises and the business conducted thereon and, to the extent applicable, all Third Party Payor Program requirements. Further, Tenant shall not commit any act or omission that would in any way violate any certificate of occupancy affecting any Facility, result in closure of the Facility, result in the termination or suspension of Tenant’s ability to operate any Facility for its Primary Intended Use or result in the termination, suspension, non-renewal or other limitation of any Authorization, including, but not limited to, the authority to admit residents to any Facility or right to receive reimbursement for items or services provided at any Facility from any Third Party Payor Program. 5.4.3 Tenant shall not transfer any Authorizations to any location other than the Facility operated by such Tenant or as otherwise required by the terms of this Lease nor pledge any Authorizations as collateral security for any loan or indebtedness except as required by the terms of this Lease.

Compliance with Legal Requirements and Authorizations. 5.4.1 6.4.1 Tenant, at its sole cost and expense, shall promptly (a) comply in all material respects with all Legal Requirements and Insurance Requirements regarding the use, condition and operation of each Facility Facility, the Landlord Personal Property and the Tenant Personal Property, and (b) procure, maintain and comply in all material respects with all Authorizations. The Authorizations for any Facility shall, to the maximum extent permitted by Legal Requirements, relate and apply exclusively to such Facility, and Tenant acknowledges and agrees that, subject to all applicable Legal Requirements, the Authorizations are appurtenant to the Facilities to which they apply, both during and following the termination or expiration of the Term. 5.4.2 6.4.2 Tenant and the Premises shall comply in all material respects with all licensing and other Legal Requirements applicable to the Premises and the business conducted thereon and, to the extent applicable, all Third Party Payor Program requirements. Further, Tenant shall not commit any act or omission that would in any way violate any certificate of occupancy affecting any Facility, result in closure of any Facility, result in any change to the specific use or number of licensed beds in any Facility, result in the termination or suspension of Tenant’s ability to operate any Facility for its Primary Intended Use or result in the termination, suspension, non-renewal or other limitation of any Authorization, including, but not limited to, the authority to admit residents to any Facility or right to receive reimbursement for items or services provided at any Facility from any Third Party Payor Program.result 5.4.3 6.4.3 Tenant shall not transfer any Authorizations to any location operated by Tenant other than the Facility operated by such Tenant or as otherwise required by the terms of this Lease nor pledge any Authorizations as collateral security for any loan or indebtedness except as required by the terms of this Lease.