Common use of Eligible Independent Contractor Clause in Contracts

Eligible Independent Contractor. Management Company is and shall at all times be an “eligible independent contractor” as defined in Section 856(d)(9) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (and taking into account the restrictions on ownership of the Management Company by shareholders of CHP Healthcare Properties, Inc., and restrictions on ownership of CHP Healthcare Properties, Inc., by owners of the Management Company set forth in Section 856(d)(3)), and, if the IRS determines that independent living facilities are considered “health care facilities,” Management Company will and shall cause the Facility to be managed in such a manner so that it qualifies as a “qualified health care facility” within the meaning of Section 856(e)(6)(D) of the Code at all times. In the event that Tenant reasonably concludes that the terms of this Agreement will have any effect as to cause the rent under Tenant’s lease of the Facility to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Internal Revenue Code, Management Company hereby agrees to enter into an amendment to this Agreement as proposed by Tenant modifying such terms in such a way as to cause rent under Tenant’s lease of the Facility to so qualify as “rent from real property” in the reasonable opinion of Tenant and its counsel; provided however, no such modifications shall affect the amount of Management Fees or the practical realization of the rights and benefits of the Management Company hereunder.

Eligible Independent Contractor. Management Company Manager is and shall at all times be an “eligible independent contractor” as defined in Section 856(d)(9) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (and taking into account the restrictions on ownership of the Management Company Manager by shareholders of CHP CNL Healthcare PropertiesTrust, Inc., and restrictions on ownership of CHP CNL Healthcare PropertiesTrust, Inc., by owners of the Management Company Manager set forth in Section 856(d)(3)), and, if the IRS determines that independent living facilities are considered “health care facilities,” Management Company and Manager will and shall cause the Facility to be managed operated in such a manner so that it qualifies as a “qualified health care facility” within the meaning of Section 856(e)(6)(D) of the Code at all times. In the event that Tenant reasonably concludes that the terms of this Agreement will have any effect as to cause the rent under Tenant’s lease of the Facility Lease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Internal Revenue Code, Management Company Manager hereby agrees to enter into an amendment to this Agreement as proposed by Tenant modifying such terms in such a way as to cause rent under Tenant’s lease of the Facility Lease to so qualify as “rent from real property” in the reasonable opinion of Tenant and its counsel; provided however, no such modifications shall affect the amount of Management Fees or the practical realization of the rights and benefits of the Management Company Manager hereunder.

Eligible Independent Contractor. From and following the Commencement of Management Company is and Services, Manager shall at all times be an “eligible independent contractor” as defined in Section 856(d)(9) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (and taking into account the restrictions on ownership of the Management Company by shareholders of CHP Healthcare Properties, Inc.Eligible Independent Contractor, and restrictions on ownership of CHP Healthcare Properties, Inc., by owners of the Management Company set forth in Section 856(d)(3)), and, if the IRS determines that independent living facilities are considered “health care facilities,” Management Company Manager will and shall cause the Facility to be managed operated in such a manner so that it qualifies as a “qualified health care facility” within the meaning of Section 856(e)(6)(D) of the Internal Revenue Code at all times, including, without limitation, implementation of any steps identified by the Tenant from time to time with respect to maintaining such status. In the event that the Tenant reasonably concludes determines that the terms of this Agreement will have any effect as to cause the rent under Tenant’s lease of the Facility Lease Agreement to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Internal Revenue Code, Management Company Manager hereby agrees to enter into an a reasonable amendment to this Agreement as proposed by Tenant modifying such terms in such a way as to cause rent under Tenant’s lease of the Facility Lease Agreement to so qualify as “rent from real property” in the reasonable opinion of Tenant and its counsel; provided however, no such modifications shall affect the amount of Management Operating Fees or Incentive Fees or the practical realization material terms of the any rights and benefits or obligations of the Management Company Manager hereunder.