Common use of General Prohibition against Transfers Clause in Contracts

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named herein, the Person or Persons in Control of Lessee and Guarantor, together with Lessee's assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor in writing. Lessee agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's judgment as to the effect the proposed Transfer may have on the Leased Properties and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee agrees with such judgment. Any attempted Transfer which is not specifically permitted by this Lease or consented to by Lessor in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's rights to enforce Lessee's covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.

General Prohibition against Transfers. Lessee Tenant acknowledges that a significant inducement to Lessor Landlord to enter into this Lease with Lessee Tenant on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee Tenant named herein, the Person or Persons in Control of Lessee Tenant, the Guarantor(s) (if any) and Guarantorthe Manager of the Facilities on the Commencement Date, together with Lessee's Tenant’s assurance that Lessor Landlord shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor Landlord in writing. Lessee Tenant agrees that Lessor Landlord shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's Landlord’s judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee Tenant under this Lease, whether or not Lessee Tenant agrees with such judgment. Any attempted Transfer which is not specifically permitted by this Lease or consented to by Lessor Landlord in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor Landlord may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's Landlord’s rights to enforce Lessee's Tenant’s covenants or an acceptance of the Transferee as LesseeTenant, or a release of the Lessee Tenant named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor Tenant shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by LesseeTenant.

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee Xxxxxx on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named herein, the Person or Persons in Control of Lessee Lessee, the Guarantor(s) (if any) and Guarantorthe Manager of the Facilities on the Commencement Date, together with LesseeXxxxxx's assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor Xxxxxx in writing. Lessee Lessor hereby consents to the sublease of the Xxxxx and Xxxxxx facilities to Sterling Health Care Management, Inc., a Kentucky corporation, for the purpose of continuing its lease of those facilities under the Existing Lease applicable to those facilities which are been consolidated, amended and restated as part of this Lease. Xxxxxx agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of LessorXxxxxx's judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee Xxxxxx agrees with such judgment. Any attempted Transfer which is not specifically permitted by this Lease or consented to by Lessor Xxxxxx in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's rights to enforce LesseeXxxxxx's covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by LesseeXxxxxx.

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee Lxxxxx on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named hereinLessee, the Person or Persons in Control of Lessee and Guarantorthe Manager of the Facilities on the Commencement Date, together with Lessee's Lxxxxx’s assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor Lxxxxx in writing. Lessee Lxxxxx agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's Lxxxxx’s judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee Lxxxxx agrees with such judgment. Any attempted Transfer which that is not specifically permitted by this Lease or consented to by Lessor Lxxxxx in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's ’s rights to enforce Lessee's Lxxxxx’s covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.Lxxxxx. Notwithstanding the foregoing, the following transfers are permitted and will not require the consent of Lessor:

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee Xxxxxx on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named hereinLessee, the Person or Persons in Control of Lessee and Guarantorthe Manager of the Facilities on the Commencement Date, together with Lessee's Xxxxxx’s assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor Xxxxxx in writing. Lessee Xxxxxx agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's Xxxxxx’s judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee Xxxxxx agrees with such judgment. Any attempted Transfer which that is not specifically permitted by this Lease or consented to by Lessor Xxxxxx in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's ’s rights to enforce Lessee's Xxxxxx’s covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.Xxxxxx. Notwithstanding the foregoing, the following transfers are permitted and will not require the consent of Lessor:

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named herein, the Person or Persons in Control of Lessee Lessee, the Guarantor(s) (if any) and Guarantorthe Manager of the Facilities on the Commencement Date, together with Lessee's ’s assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor in writing. Lessor hereby consents to the sublease of the Xxxxx and Xxxxxx facilities to Sterling Health Care Management, Inc., a Kentucky corporation, for the purpose of continuing its lease of those facilities under the Existing Lease applicable to those facilities which are been consolidated, amended and restated as part of this Lease. Lessee agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's ’s judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee agrees with such judgment. Any attempted Transfer which is not specifically permitted by this Lease or consented to by Lessor in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's ’s rights to enforce Lessee's ’s covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee Lxxxxx on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named hereinLxxxxx, the Person or Persons in Control Executive Officers of Lessee Lessee, Guarantors, the Consultants and Guarantorthe Managers on the date of this Lease, together with Lessee's Lxxxxx’s assurance that that, except as otherwise set forth in this Section, Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor Lxxxxx in writing. Lessee Lxxxxx agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's Lxxxxx’s judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee Lxxxxx agrees with such judgment. Any attempted Transfer which that is not specifically permitted by this Lease or consented to by Lessor Lxxxxx in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's ’s rights to enforce Lessee's Lxxxxx’s covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.Lxxxxx. Notwithstanding the foregoing, the following transfers are permitted and will not require the consent of Lessor and are permitted under this Lease:

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named herein, the Person or Persons in Control of Lessee Lessee, the Guarantor(s) (if any) and Guarantorthe Manager of the Facilities on the Commencement Date, together with Lessee's assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor in writing. Lessor hereby consents to the sublease of the Boonx xxx Laurxx xxxilities to Sterling Health Care Management, Inc., a Kentucky corporation, for the purpose of continuing its lease of those facilities under the Existing Lease applicable to those facilities which are been consolidated, amended and restated as part of this Lease. Lessee agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee agrees with such judgment. Any attempted Transfer which is not specifically permitted by this Lease or consented to by Lessor in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's rights to enforce Lessee's covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.

General Prohibition against Transfers. Lessee acknowledges that a significant inducement to Lessor to enter into this Lease with Lessee on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named hereinLessee, the Person or Persons in Control of Lessee and Guarantorthe Manager of the Facilities on the Commencement Date, together with Lessee's ’s assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor in writing. Lessee agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's ’s judgment as to the effect the proposed Transfer may have on the Leased Properties Facilities and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee agrees with such judgment. Any attempted Transfer which that is not specifically permitted by this Lease or consented to by Lessor in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's ’s rights to enforce Lessee's ’s covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.. Notwithstanding the foregoing, a Transfer to an Affiliate of Lessee will not require the consent of Lessor and is permitted under this Lease provided: (a) such transferee assumes all obligations under this Lease in writing and grants (and its equity owners grant) equivalent (in both assets covered and priority of lien) security interests in the assets and equity of such transferee concurrently with such Transfer; and (b) each of the other Transaction Documents are ratified and affirmed by the applicable Lessee Affiliates as being in full force and effect after giving effect to the proposed Transfer. Notwithstanding the foregoing, the following transfers are permitted and will not require the consent of Lessor and are permitted under this Lease:

General Prohibition against Transfers. Lessee acknowledges that a ---------------------------------------- significant inducement to Lessor to enter into this Lease with Lessee on the terms set forth herein is the combination of financial strength, experience, skill and reputation possessed by the Lessee named hereinLessee, the Person or Persons in Control of Lessee and Guarantorthe Manager of the Facility on the Commencement Date, together with Lessee's assurance that Lessor shall have the unrestricted right to approve or disapprove any proposed Transfer. Therefore, there shall be no Transfer except as specifically permitted by this Lease or consented to in advance by Lessor in writing. Lessee agrees that Lessor shall have the right to withhold its consent to any proposed Transfer on the basis of Lessor's judgment as to the effect the proposed Transfer may have on the Leased Properties Facility and the future performance of the obligations of the Lessee under this Lease, whether or not Lessee agrees with such judgment. Any attempted Transfer which that is not specifically permitted by this Lease or consented to by Lessor in advance in writing shall be null and void and of no force and effect whatsoever. In the event of a Transfer, Lessor may collect Rent and other charges from the assignee, subtenant or other occupant or transferee (any and all of which are herein referred to as a "Transferee") Transferee and apply the amounts collected to the Rent and other charges herein reserved, but no Transfer or collection of Rent and other charges shall be deemed to be a waiver of Lessor's rights to enforce Lessee's covenants or an acceptance of the Transferee as Lessee, or a release of the Lessee named herein from the performance of its covenants. Notwithstanding any Transfer, Lessee and Guarantor shall remain fully liable for the performance of all terms, covenants and provisions of this Lease. Any violation of this Lease by any Transferee shall be deemed to be a violation of this Lease by Lessee.. 22.2