Future Development Opportunities Sample Clauses
Future Development Opportunities. The Members intend to cause the Company to develop and own additional assisted living facilities (“Windsor Manor Communities”). So long as the Facility Manager is in good standing with no uncured defaults under the Management Agreements, the Company will use commercially reasonable efforts to engage Provision Living, LLC as the Facility Manager of these future Windsor Manor Communities after the Company acquires the properties. The Company shall also be obligated to use the services of ▇▇ ▇▇▇▇▇ Company, Inc. at its then current standard billing rates for any design, engineering, architectural or related professional services needed for the Windsor Manor Communities or for any renovations, remodeling or expansion of any existing Facility; provided, however, that such rates shall be consistent with market rates for the applicable area and all agreements contain commercially reasonable terms. The purchase price for any future Windsor Manor Communities shall include, but not be limited to, the cost of time (at standard billing rates) and materials of land acquisition, design, and construction, plus a twelve percent (12%) research and development fee to be paid to GCI and shall be memorialized in a separate agreement approved by the Members prior to commencement of land acquisition activities for a future Windsor Manor Community. GCI shall be responsible for the research and study related to the establishment of future Windsor Manor Communities. The decision to proceed with the development of any future Windsor Manor Community shall be made jointly by both CHP and GCI. CHP and GCI each agree that neither the Company, GCI, CHP nor their Affiliates shall have any obligation to develop and own additional properties in the future, including without limitation, future Windsor Manor Communities. However, if both CHP and GCI agree that the Company will develop a new Windsor Manor Community, then GCI will be able to rely on a written commitment from the Company that the Company will purchase the subject property upon achieving eighty percent (80%) occupancy and twenty five percent (25.0%) operating margin, as defined in Schedule 3.7, for one month. Notwithstanding anything contained herein to the contrary, it is agreed that GCI shall have no obligation to develop Windsor Manor Communities exclusively for the Company and shall be free to develop, build and operate other Windsor Manor Communities or other assisted living facilities for any other party without having any ...
