Cooperation Regarding Certain Master Leases. SpinCo acknowledges and agrees that, from and after the Effective Time, SpinCo shall not, and shall cause the other members of its Group not to, without the prior written consent of Ventas, elect to exercise or enforce its rights under a Specified SpinCo Master Lease to accelerate the rent under such Specified SpinCo Master Lease or otherwise elect to receive from a Specified Common Tenant under any Specified SpinCo Master Lease the payment of any amount of liquidated or other damages the calculation of which is based on the remaining balance of unearned rent or other unearned sums for any property with respect to which such Specified SpinCo Master Lease has been terminated (such unearned sums, “Acceleration Payments”); provided, however, that nothing in this Section 5.7 shall prevent SpinCo or any member of its Group from receiving from such Specified Common Tenant an amount of actual damages on a monthly basis equal to the excess, if any, between the amount of rent that would have been due and owing with respect to such property if the Specified SpinCo Master Lease had not been terminated with respect to such property and the amount of rent and other sums actually collected by the SpinCo Group from a Third Party pursuant to any reletting for the remaining period with respect to such property under such Specified SpinCo Master Lease; provided, further, that this Section 5.7 shall not prohibit any member of the SpinCo Group from electing to receive Acceleration Payments under a Specified SpinCo Master Lease in the event that Ventas first elects in writing to receive Acceleration Payments from such Specified Common Tenant under the corresponding Specified Ventas Master Lease Agreement. This Section 5.7 shall be binding upon SpinCo’s permitted successors and assigns, it being agreed that if any member of the SpinCo Group transfers any such real property, SpinCo shall, as a condition to such transfer, cause the transferee to agree to the prohibitions set forth in this Section 5.7 for the benefit of Ventas. This provision will be of no further force or effect when neither a Specified Common Tenant, nor its successors, assigns or principals, is a tenant or obligor under a Specified SpinCo Master Lease for any of the properties leased thereunder.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ventas Inc), Separation and Distribution Agreement (Care Capital Properties, Inc.), Separation and Distribution Agreement (Care Capital Properties, Inc.)
