Common use of Facility Termination Clause in Contracts

Facility Termination. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not, prior to the tenth (10th) day preceding the Expiration Date applicable to each Leased Property, commence to wind up and terminate the operations of the Facility(ies) operated thereon (a “Facility Termination”). In no event, and under no circumstances, shall any Tenant relocate the patients or occupants of any Facility to any other healthcare facility without obtaining Landlord’s prior written consent (which consent may be withheld in Landlord’s sole discretion); provided, however, that, if Landlord has not delivered a Transition Notice to Tenant prior to the tenth (10th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, then Tenant may commence the Facility Termination (including the relocation of patients) as to the Facility(ies) located on such Leased Property and, upon the expiration of this Lease as to such Leased Property and Facility(ies), Tenant shall vacate such Leased Property and surrender possession thereof to Landlord in accordance with all of the applicable requirements of this Lease. If, prior to the tenth (10th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, Landlord elects to require an Operational Transfer by delivering a Transition Notice to Tenant, Tenant shall not commence or otherwise engage in a Facility Termination with respect to the Facility(ies) located on such Leased Property. In the event of an Early Termination Event or early dispossession of Tenant with respect to any Leased Property, Tenant shall in no event commence a Facility Termination in connection with the applicable Leased Property unless and until Landlord affirmatively elects, in writing and in its sole discretion, not to deliver a Transition Notice with respect to such Leased Property.

Facility Termination. Notwithstanding anything to the contrary contained If Lessor has not notified Tenant in this Lease, Tenant shall not, writing prior to the tenth ninetieth (10th90th) day preceding the Expiration Date applicable expiration of this Lease as to each a Leased Property, commence Property and the Facility thereon that Lessor has procured a successor operator for such Facility who has submitted applications for the Authorizations required to wind up and terminate assume the operations of the Facility(ies) operated thereon such Facility (a “Facility TerminationQualified Successor”). In no event, and under no circumstances, shall any Tenant relocate the patients or occupants of any Facility to any other healthcare facility without obtaining Landlord’s prior written consent (which consent may be withheld in Landlord’s sole discretion); provided, however, that, if Landlord has not delivered a Transition Notice to Tenant prior to the tenth (10th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, then Tenant may commence the Facility Termination (including the relocation of patients) as to the Facility(ies) located on such Leased Property and, upon the expiration of this Lease as to such Leased Property and Facility(ies)Facility, Tenant shall vacate such Leased Property and surrender possession thereof to Landlord Lessor in accordance with all of the applicable requirements of this Lease. If, prior to the tenth ninetieth (10th90th) day preceding the Expiration Date applicable under expiration of this Lease as to a particular Leased PropertyProperty and the Facility thereon, Landlord elects to require an Operational Transfer by delivering Lessor notifies Tenant in writing that Lessor has procured a Transition Notice to TenantQualified Successor for such Facility, Tenant shall not commence the Facility Termination (any notice of the nature referenced in this sentence is herein referred to as a “Section 40.3 Notice”). In such event, Tenant shall thereafter operate such Facility in accordance with all of the requirements of this Lease until the earliest to occur of (i) the date (on or otherwise engage after the expiration of this Lease as to such Leased Property and Facility) on which such Qualified Successor will assume the operation of such Facility, as specified in a written notice from Lessor to Tenant given not less than thirty (30) days prior to the date of such assumption, (ii) the date that is ninety (90) days after the expiration of this Lease as to such Leased Property and Facility, and (iii) the date (on or after the expiration of this Lease as to such Leased Property and Facility) which is ninety (90) days after Tenant receives written notice from Lessor that, notwithstanding the foregoing, Tenant may commence the Facility Termination Termination, on which earliest date, Tenant shall vacate the Leased Property in question and surrender possession thereof to Lessor in accordance with all of the applicable requirements of this Lease. In the event Lessor sends Tenant a Section 40.3 Notice and, as a result thereof, Tenant operates a Facility beyond the aforesaid expiration date applicable thereto, then, from and after the expiration of this Lease as to such Facility and until the earliest to occur of the dates described in clauses (i), (ii) and (iii) above (the “Reimbursement Period”), Lessor shall reimburse Tenant for any operating deficits of such Facility that Tenant may be required to fund out-of-pocket on account of operating losses and expenses of such Facility incurred by Tenant with respect to the Facility(iesReimbursement Period. Any such reimbursement shall be due from Lessor to Tenant within thirty (30) located on days after written request by Tenant, provided that Tenant shall furnish such Leased Propertydocumentation of such operating deficits, losses and expenses as Lessor may reasonably request. In For purposes of determining the event amount of an Early Termination Event any operating deficits, or early dispossession of operating losses and expenses, so incurred by Tenant with respect to the Reimbursement Period, Lessor and Tenant agree that (1) there shall be included therein, without limitation, (x) Rent, which shall continue to be due and payable or accrue, as the case may be, at the same rates as are in effect prior to the expiration of the Term, and (y) any Leased Propertyincrease in employee severance, and all costs and liabilities, that may be incurred by Tenant shall in no event commence a Facility Termination in connection with Tenant’s employees’ employment by virtue of Tenant’s delayed compliance with the applicable Leased Property unless Worker Adjustment and until Landlord affirmatively electsRetraining Notification Act, or any similar State law, due to Tenant’s cooperation and other obligations under this subsection (c), and (2) Tenant shall serve upon its employees any notice required under the Worker Adjustment and Retraining Notification Act, or any similar State law, as soon as reasonably practicable after it becomes clear when the Reimbursement Period will end, whether due to Tenant’s receipt of a written notice under subsection (i) or (iii) above or due to the terms of subsection (ii) above which provides that, in writing all events, the Reimbursement Period shall end no later than the date referenced in such subsection (ii). In lieu of the aforesaid reimbursement from Lessor, Tenant may instead elect to continue to be responsible for payment of all costs and in its sole discretion, not expenses of continuing to deliver a Transition Notice comply with respect this Lease as to such Leased Property.Facility during the Reimbursement Period, provided and on the condition that Tenant

Facility Termination. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not, prior to the tenth fifteenth (10th15th) day preceding the Expiration Date applicable to each Leased Property, commence to wind up and terminate the operations of the Facility(ies) operated thereon (a “"Facility Termination”"). In no event, and under no circumstances, shall any Tenant relocate the patients residents or occupants of any Facility to any other healthcare facility without obtaining Landlord’s 's prior written consent (which consent may be withheld in Landlord’s 's sole discretion); provided, however, that, if Landlord has not delivered a Transition Notice to Tenant prior to the tenth fifteenth (10th15th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, then Tenant may commence the Facility Termination (including the relocation of patientsresidents) as to the Facility(ies) located on such Leased Property and, upon the expiration of this Lease as to such Leased Property and Facility(ies), Tenant shall vacate such Leased Property and surrender possession thereof to Landlord in accordance with all of the applicable requirements of this Lease. If, prior to the tenth fifteenth (10th15th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, Landlord elects to require an Operational Transfer by delivering a Transition Notice to Tenant, Tenant shall not commence or otherwise engage in a Facility Termination with respect to the Facility(ies) located on such Leased Property. In the event of an Early Termination Event or early dispossession of Tenant with respect to any Leased Property, Tenant shall in no event commence a Facility Termination in connection with the applicable Leased Property unless and until Landlord affirmatively elects, in writing and in its sole discretion, not to deliver a Transition Notice with respect to such Leased Property.

Facility Termination. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not, prior to the tenth (10th) 30th day preceding the Expiration Date applicable to each Leased Property, commence to wind up and terminate the operations of the Facility(ies) operated thereon (a “Facility Termination”). In no event, and under no circumstances, shall any Tenant relocate the patients or occupants of any Facility to any other healthcare facility without obtaining Landlord’s prior written consent (which consent may be withheld in Landlord’s sole discretion); provided, however, that, if Landlord has not delivered a Transition Notice to Tenant prior to the tenth (10th) 30th day preceding the Expiration Date applicable under this Lease to a particular Leased Property, then Tenant may commence the Facility Termination (including the relocation of patients) as to the Facility(ies) located on such Leased Property and, upon the expiration of this Lease as to such Leased Property and Facility(ies), Tenant shall vacate such Leased Property and surrender possession thereof to Landlord in accordance with all of the applicable requirements of this Lease. If, prior to the tenth (10th) 30th day preceding the Expiration Date applicable under this Lease to a particular Leased Property, Landlord elects to require an Operational Transfer by delivering a Transition Notice to Tenant, Tenant shall not commence or otherwise engage in a Facility Termination with respect to the Facility(ies) located on such Leased Property. In the event of an Early Termination Event or early dispossession of Tenant with respect to any Leased Property, Tenant shall in no event commence a Facility Termination in connection with the applicable Leased Property unless and until Landlord affirmatively elects, in writing and in its sole discretion, not to deliver a Transition Notice with respect to such Leased Property.

Facility Termination. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not, prior to the tenth fifteenth (10th15th) day preceding the Expiration Date applicable to each Leased Property, commence to wind up and terminate the operations of the Facility(ies) operated thereon (a “Facility Termination”). In no event, and under no circumstances, shall any Tenant relocate the patients residents or occupants of any Facility to any other healthcare facility without obtaining Landlord’s prior written consent (which consent may be withheld in Landlord’s sole discretion); provided, however, that, if Landlord has not delivered a Transition Notice to Tenant prior to the tenth fifteenth (10th15th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, then Tenant may commence the Facility Termination (including the relocation of patientsresidents) as to the Facility(ies) located on such Leased Property and, upon the expiration of this Lease as to such Leased Property and Facility(ies), Tenant shall vacate such Leased Property and surrender possession thereof to Landlord in accordance with all of the applicable requirements of this Lease. If, prior to the tenth fifteenth (10th15th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, Landlord elects to require an Operational Transfer by delivering a Transition Notice to Tenant, Tenant shall not commence or otherwise engage in a Facility Termination with respect to the Facility(ies) located on such Leased Property. In the event of an Early Termination Event or early dispossession of Tenant with respect to any Leased Property, Tenant shall in no event commence a Facility Termination in connection with the applicable Leased Property unless and until Landlord affirmatively elects, in writing and in its sole discretion, not to deliver a Transition Notice with respect to such Leased Property.

Facility Termination. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not, prior to the tenth (10th) day preceding the stated Expiration Date applicable as to each any Leased Property, commence to wind up and terminate the operations of the Facility(ies) operated thereon (a “"Facility Termination”"). In no event, and under no circumstances, shall any Tenant relocate the patients or occupants of any Facility to any other healthcare facility without obtaining Landlord’s 's prior written consent (which consent may be withheld in Landlord’s 's sole discretion); provided, however, that, that if Landlord has not delivered a Transition Notice to Tenant prior to the tenth (10th) day preceding the stated Expiration Date applicable under of this Lease as to a particular Leased Property, then Tenant may commence the Facility Termination (including involving the relocation of patients) as to the Facility(ies) located on such Leased Property and, upon the expiration of this Lease as to such Leased Property and Facility(ies), Tenant shall vacate such Leased Property and surrender possession thereof to Landlord in accordance with all of the applicable requirements of this Lease. If, prior to the tenth (10th) day preceding the stated Expiration Date applicable under of this Lease as to a particular Leased Property, Landlord elects to require an Operational Transfer by delivering a Transition Notice to Tenant, Tenant shall not commence or otherwise engage in a Facility Termination with respect to the Facility(ies) located on such Leased Property. In the event of an Early Termination Event or early dispossession of Tenant with respect to any Leased PropertyEvent, Tenant shall in no event commence a Facility Termination in connection with the applicable Leased Property unless and until Landlord affirmatively elects, in writing and in its sole discretion, not to deliver a Transition Notice with respect to such Leased Property.

Facility Termination. Notwithstanding anything to the contrary contained If Lessor has not notified Tenant in this Lease, Tenant shall not, writing prior to the tenth ninetieth (10th90th) day preceding the Expiration Date applicable expiration of this Lease as to each a Leased Property, commence Property and the Facility thereon that Lessor has procured a successor operator for such Facility who has submitted applications for the Authorizations required to wind up and terminate assume the operations of the Facility(ies) operated thereon such Facility (a “Facility TerminationQualified Successor”). In no event, and under no circumstances, shall any Tenant relocate the patients or occupants of any Facility to any other healthcare facility without obtaining Landlord’s prior written consent (which consent may be withheld in Landlord’s sole discretion); provided, however, that, if Landlord has not delivered a Transition Notice to Tenant prior to the tenth (10th) day preceding the Expiration Date applicable under this Lease to a particular Leased Property, then Tenant may commence the Facility Termination (including the relocation of patients) as to the Facility(ies) located on such Leased Property and, upon the expiration of this Lease as to such Leased Property and Facility(ies)Facility, Tenant shall vacate such Leased Property and surrender possession thereof to Landlord Lessor in accordance with all of the applicable requirements of this Lease. If, prior to the tenth ninetieth (10th90th) day preceding the Expiration Date applicable under expiration of this Lease as to a particular Leased PropertyProperty and the Facility thereon, Landlord elects to require an Operational Transfer by delivering Lessor notifies Tenant in writing that Lessor has procured a Transition Notice to TenantQualified Successor for such Facility, Tenant shall not commence the Facility Termination (any notice of the nature referenced in this sentence is herein referred to as a “Section 40.3 Notice”). In such event, Tenant shall thereafter operate such Facility in accordance with all of the requirements of this Lease until the earliest to occur of (i) the date (on or otherwise engage after the expiration of this Lease as to such Leased Property and Facility) on which such Qualified Successor will assume the operation of such Facility, as specified in a written notice from Lessor to Tenant given not less than thirty (30) days prior to the date of such assumption, (ii) the date that is ninety (90) days after the expiration of this Lease as to such Leased Property and Facility, and (iii) the date (on or after the expiration of this Lease as to such Leased Property and Facility) which is ninety (90) days after Tenant receives written notice from Lessor that, notwithstanding the foregoing, Tenant may commence the Facility Termination Termination, on which earliest date, Tenant shall vacate the Leased Property in question and surrender possession thereof to Lessor in accordance with all of the applicable requirements of this Lease. In the event Lessor sends Tenant a Section 40.3 Notice and, as a result thereof, Tenant operates a Facility beyond the aforesaid expiration date applicable thereto, then, from and after the expiration of this Lease as to such Facility and until the earliest to occur of the dates described in clauses (i), (ii) and (iii) above (the “Reimbursement Period”), Lessor shall reimburse Tenant for any operating deficits of such Facility that Tenant may be required to fund out-of-pocket on account of operating losses and expenses of such Facility incurred by Tenant with respect to the Facility(iesReimbursement Period. Any such reimbursement shall be due from Lessor to Tenant within thirty (30) located on days after written request by Tenant, provided that Tenant shall furnish such Leased Propertydocumentation of such operating deficits, losses and expenses as Lessor may reasonably request. In For purposes of determining the event amount of an Early Termination Event any operating deficits, or early dispossession of operating losses and expenses, so incurred by Tenant with respect to the Reimbursement Period, Lessor and Tenant agree that (1) there shall be included therein, without limitation, (x) Rent, which shall continue to be due and payable or accrue, as the case may be, at the same rates as are in effect prior to the expiration of the Term, and (y) any Leased Propertyincrease in employee severance, and all costs and liabilities, that may be incurred by Tenant shall in no event commence a Facility Termination in connection with the applicable Leased Property unless and until Landlord affirmatively elects, in writing and in its sole discretion, not to deliver a Transition Notice Tenant’s employees’ employment by virtue of Tenant’s delayed compliance with respect to such Leased Property.the