Gross Revenues. The term “Gross Revenues,” shall mean for any specific period, all revenues or receipts of every kind derived or collected from the operation of any Community, from whatever source, all of which to be determined in accordance with GAAP, including, without limitation, income from both cash and credit transactions from rental or subleasing of every kind, entrance fee revenues earned in accordance with GAAP, rental income from Residents, space rentals, service fee income, food income, ancillary services income (except as provided below), living income, guest fees, income from vending machines, health club membership fees, wholesale and retail sales or merchandise and service charges, community fees, deposits forfeited, off premises catering and other income generated from the operation of such Community; provided, however, that “Gross Revenues” shall not include: (i) any income derived or collected pursuant to the Ancillary Services to be provided by Tenant or its Affiliates pursuant to Section 3.18 above, including from any rent paid by Tenant or its Affiliates to Landlord under any space lease or other occupancy or use agreement for Ancillary Services as provided in clause (iii) of Section 3.18; (ii) any proceeds from or otherwise attributable to a sale, financing, re-financing, equity contribution or similar capital event, including proceeds from the sale or disposition of any FF&E; (iii) any interest received or accrued with respect to the monies in any operating or reserve accounts of any Community; (iv) insurance proceeds, including under any title insurance policy (except for business interruption proceeds; (v) condemnation awards; (vi) security or other deposits until such time as the same are applied to current fees and other amounts due and payable; (vii) gifts or gratuities provided to any Community employees; (viii) federal, state or municipal excise, sales, occupancy, use or similar taxes collected directly from Residents or included as part of the sales price of any goods or services, such as gross receipts or Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. similar taxes; (ix) any cash refunds, Rebates or discounts to Residents of any Community, or cash discounts and credits of a similar nature, given, paid or returned in the course of obtaining Gross Revenues or components thereof; (x) income derived from securities and other property acquired and held for investment; (xi) proceeds from any lease, license, easement or other transaction involving Landlord’s real estate interests in any Community and whose purpose is not directly associated with any Community’s primary purpose (e.g., mineral or gas rights leases, cell tower or other telecommunications leases, easement grants and billboard or other signage leases); or (xii) awards of damages, settlement proceeds and other payments received by Landlord in respect of any litigation (other than litigation to collect fees or other charges due for services rendered from or any occupancy or use of any space in any Community, in which event payments of any such fees, charges or rent that are collected pursuant to and as a result of any such litigation shall be treated as Gross Revenues when received). Any Bad Debt, or any community fees or deposits that are refunded to Residents or other Persons, shall be deducted from Gross Revenues during the specific period in which such Bad Debt is recognized or such refunds are made, as the case may be, if such amounts were previously included in Gross Revenues. Any Bad Debt that is recognized but is later collected shall be added to Gross Revenues.
Appears in 2 contracts
Samples: Master Lease and Security Agreement (Brookdale Senior Living Inc.), Master Lease and Security Agreement (Hcp, Inc.)
Gross Revenues. The term “Gross Revenues,” Revenues shall mean for any specific period, include the entire amount of all revenues and percentages of revenues actually collected and received by the Lessee and its Sub-lessees or receipts of every kind its Assignees and derived or collected from the operation following sales sources, including without limitation:
(i) all revenue from the commercial business and services Lessee and its Sub- lessees and/or Assignees) conduct on or from the Property;
(ii) all revenue from sale of food, beverage, wine, beer, merchandise or services from the Property;
(iii) all revenue derived from advertising and sponsorships conducted on the Property, including but not limited to, movie, television commercials, etc.;
(iv) all amounts received from any Communitycatering food operations in any way conducted at or from the Property;
(v) all amounts received from valet concession sales or parking valet services (not reported in (i) above);
(vi) delivery charges;
(vii) sales made or performed by means of mechanical or other vending sales and services devices or machines on the Property, from whatever source, all of which to be determined in accordance with GAAP, including, including without limitation, income from both cash and credit transactions from rental or subleasing of every kindpay telephones, entrance fee revenues earned in accordance with GAAP, rental income from Residents, space rentals, service fee income, food income, ancillary services income (except as provided below), living income, guest fees, income from vending machines, health club membership feesand entertainment devices both for cash and on credit, wholesale and retail sales rendered in or merchandise and service chargesupon the Property;
(viii) all revenue received by Lessee in connection with the special events uses of the Property, community feesany facility thereon, deposits forfeitedor any portion thereof for any period of time, off premises catering and other income generated including without limitation, banquets, parties, receptions held on or initiated from the operation Property;
(ix) internet or telephone food/beverage orders received or filled at the Property, or procured from the Property by house-to-house or other canvassing, all deposits not refunded to purchasers, and orders taken, although said orders may be filled elsewhere, including proceeds of such Communityall video games;
(x) all grants, subsidies, rebates, credits or similar benefits received from any federal, state, regional or local body, agency, authority, department or organization which revenues are unrestricted or are to be used for general operating expenses;
(xi) all donations and contributions received, the revenues of which are unrestricted or are to be used for general operating expenses; provided, however, that “and
(xii) and all other receipts whatsoever derived from other commercial operations conducted in or from the Property by the Lessee and its Sub-lessees (if any). Gross Revenues” Revenues shall not include: include the following:
(i) any income derived sums collected and paid out by Lessee for any sales, use or excise tax imposed by any federal, state or governmental authority directly on sales and collected pursuant from customers and accounted for by Lessee and/or Sub-lessees, provided that the amount is added to the Ancillary Services to be provided by Tenant or its Affiliates pursuant to Section 3.18 above, including from any rent selling price therein and paid by Tenant the Lessee to such governmental authority;
(ii) the exchange of merchandise between the stores of Lessee, a party controlled by Lessee, or its Affiliates to Landlord under any space lease Sub-lessees, if any, where such exchange of goods or other occupancy merchandise is made solely for the convenient operation of the business of Lessee and not for the purpose of consummating a sale which has theretofore been made in or use agreement from the Property and/or for Ancillary Services as provided the purpose of depriving Lessor of the benefit of a sale which otherwise would be made in clause or from the Property;
(iii) the amount of Section 3.18; returns to shippers or manufacturers;
(iiiv) any proceeds from or otherwise attributable to a sale, financing, re-financing, equity contribution or similar capital event, including proceeds from the sale of trade fixtures, operating equipment or disposition similar assets after use thereof in the conduct of any FF&E; (iii) any interest received or accrued with respect to Lessee‟s and Sub-lessees‟ business on the monies in any operating or reserve accounts of any Community; (iv) insurance proceeds, including under any title insurance policy (except for business interruption proceeds; Property;
(v) condemnation awards; all sums and credits received in settlement of claims for loss or damage to merchandise;
(vi) security or other deposits until funds collected with regard to the Property which are not actually related to the day-to-day business of the Property such time as as, but not limited to the same are applied to current fees and other amounts due and payable; financing of the Lessee‟s interest in the Property;
(vii) gifts or gratuities provided to any Community employees; collection of insurance proceeds;
(viii) federal, state or municipal excise, sales, occupancy, use or similar taxes collected directly from Residents or included as part collection of the sales price of any goods or services, such as gross receipts or Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. similar taxes; eminent domain proceeds;
(ix) any cash refunds, Rebates monies collected for events that are done for charities wherein the total amounts collected are paid to the charitable sponsor or discounts to Residents of any Community, or cash discounts and credits of a similar nature, given, paid or returned in the course of obtaining Gross Revenues or components thereof; not-for-profit organizations;
(x) income derived from securities and other property acquired and held for investment; all gratuities paid to employees;
(xi) proceeds amounts received by Lessee as reimbursements of expenses and cost sharing (for example, reimbursement of taxes, insurance or utility bills);
(xii) any grants, subsidies, rebates, credits or similar benefits received by Lessee or Sub-lessee from any leasefederal, licensestate, easement regional or other transaction involving Landlord’s real estate interests local body, agency, authority, department or organization;
(xiii) interest earned on Lessee‟s deposit accounts, earnings or profits on Lessee‟s investments;
(xiv) interest income from loans or credit facilities granted by Lessee and similar passive or investment income of Lessee related to Lessee‟s liquid assets, investments or loans/credit facilities granted by Lessee;
(xv) rents or percentage rents and commissions paid to Lessee by any Sub-lessees where the Lessor is collecting rent based on a percentage of Sub-lessee‟s Gross Revenues as provided in Section 10.1.
(xvi) Amounts received by a valet parking concessionaire when Lessee is remitting the respective percentage due to Lessor as provided above.
(xvii) Any restricted donations or contributions whose revenues are earmarked for capital expenditures, as approved by the Lessor, to the Property. If a sale is by credit card no deduction shall be allowed for any Community and whose purpose is not directly commission associated with any Community’s primary such sale. A "sale" shall be deemed to have been consummated for the purpose of this Lease, and the entire amount of sales price collected by Lessee and Sub-lessees, shall be included in Gross Revenues, at such time that (e.g., mineral i) the transaction is initially reflected in the books or gas rights leases, cell tower records of Lessee or other telecommunications leases, easement grants and billboard or other signage leasesSub-lessee(s); or (xiiii) awards Lessee or Sub-lessee(s) receives all or any portion of damagesthe sales price; or (iii) the applicable goods or services are delivered to the customer and payment is made to Lessee or Sub-lessee(s), settlement proceeds whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or otherwise, or all or any portion of the sale price has actually been paid at the time of inclusion in Gross Revenues or at any other time. No deduction shall be allowed for direct or indirect discounts, rebates, or other reductions on sales, unless generally offered to employees or the public on a uniform basis. Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be recognized in the period the service was provided or sale took place. Payments received in advance are deferred and other payments received are recognized as revenue in the period the service is rendered or sale takes place. Grants shall be recorded as income during the period designated by Landlord the grants or when the Lessee has incurred expenditures in respect compliance with the restrictions of the grantor. If a sale is by credit card, no deduction shall be allowed for any commission associated with such sale. Gross Revenues shall be reduced by the amount of any litigation (other than litigation refund made upon any sale in or from the Property, provided said amounts had been previously included in "Gross Revenues," not to collect fees exceed the sum so previously included, where the merchandise sold is thereafter returned by the purchaser and accepted by the Lessee or other charges due for services rendered from or any occupancy or use Sub-lessees, and if such refund is in the form of any space in any Communitya credit to customer, in which event payments of any such fees, charges or rent that are collected pursuant to and as a result of any such litigation credit shall be treated as included in Gross Revenues when received). Any Bad Debt, or any community fees or deposits that are refunded to Residents or other Persons, shall be deducted from Gross Revenues during the specific period in which such Bad Debt is recognized or such refunds are made, as the case may be, if such amounts were previously included in Gross Revenues. Any Bad Debt that is recognized but is later collected shall be added to Gross Revenuesused.
Appears in 1 contract
Samples: Lease Agreement
Gross Revenues. The term “Gross Revenues,” Revenues shall mean for any specific period, include the entire amount of all revenues and percentages of revenues actually collected and received by the Lessee and its Sub-lessees or receipts of every kind its Assignees and derived or collected from the operation following sales sources, including without limitation:
(i) all revenue from the commercial business and services Lessee and its Sub- lessees and/or Assignees) conduct on or from the Property;
(ii) all revenue from sale of food, beverage, wine, beer, merchandise or services from the Property;
(iii) all revenue derived from advertising and sponsorships conducted on the Property, including but not limited to, movie, television commercials, etc.;
(iv) all amounts received from any Communitycatering food operations in any way conducted at or from the Property;
(v) all amounts received from valet concession sales or parking valet services (not reported in (i) above);
(vi) delivery charges;
(vii) sales made or performed by means of mechanical or other vending sales and services devices or machines on the Property, from whatever source, all of which to be determined in accordance with GAAP, including, including without limitation, income from both cash and credit transactions from rental or subleasing of every kindpay telephones, entrance fee revenues earned in accordance with GAAP, rental income from Residents, space rentals, service fee income, food income, ancillary services income (except as provided below), living income, guest fees, income from vending machines, health club membership feesand entertainment devices both for cash and on credit, wholesale and retail sales rendered in or merchandise and service chargesupon the Property;
(viii) all revenue received by Lessee in connection with the special events uses of the Property, community feesany facility thereon, deposits forfeitedor any portion thereof for any period of time, off premises catering and other income generated including without limitation, banquets, parties, receptions held on or initiated from the operation Property;
(ix) internet or telephone food/beverage orders received or filled at the Property, or procured from the Property by house-to-house or other canvassing, all deposits not refunded to purchasers, and orders taken, although said orders may be filled elsewhere, including proceeds of such Communityall video games;
(x) all grants, subsidies, rebates, credits or similar benefits received from any federal, state, regional or local body, agency, authority, department or organization which revenues are unrestricted or are to be used for general operating expenses;
(xi) all donations and contributions received, the revenues of which are unrestricted or are to be used for general operating expenses; provided, however, that “and
(xii) and all other receipts whatsoever derived from other commercial operations conducted in or from the Property by the Lessee and its Sub-lessees (if any). Gross Revenues” Revenues shall not include: include the following:
(i) any income derived sums collected and paid out by Lessee for any sales, use or excise tax imposed by any federal, state or governmental authority directly on sales and collected pursuant from customers and accounted for by Lessee and/or Sub-lessees, provided that the amount is added to the Ancillary Services to be provided by Tenant or its Affiliates pursuant to Section 3.18 above, including from any rent selling price therein and paid by Tenant the Lessee to such governmental authority;
(ii) the exchange of merchandise between the stores of Lessee, a party controlled by Lessee, or its Affiliates to Landlord under any space lease Sub-lessees, if any, where such exchange of goods or other occupancy merchandise is made solely for the convenient operation of the business of Lessee and not for the purpose of consummating a sale which has theretofore been made in or use agreement from the Property and/or for Ancillary Services as provided the purpose of depriving Lessor of the benefit of a sale which otherwise would be made in clause or from the Property;
(iii) the amount of Section 3.18; returns to shippers or manufacturers;
(iiiv) any proceeds from or otherwise attributable to a sale, financing, re-financing, equity contribution or similar capital event, including proceeds from the sale of trade fixtures, operating equipment or disposition similar assets after use thereof in the conduct of any FF&E; (iii) any interest received or accrued with respect to Xxxxxx’s and Sub-lessees’ business on the monies in any operating or reserve accounts of any Community; (iv) insurance proceeds, including under any title insurance policy (except for business interruption proceeds; Property;
(v) condemnation awards; all sums and credits received in settlement of claims for loss or damage to merchandise;
(vi) security or other deposits until funds collected with regard to the Property which are not actually related to the day-to-day business of the Property such time as as, but not limited to the same are applied to current fees and other amounts due and payable; financing of the Lessee’s interest in the Property;
(vii) gifts or gratuities provided to any Community employees; collection of insurance proceeds;
(viii) federal, state or municipal excise, sales, occupancy, use or similar taxes collected directly from Residents or included as part collection of the sales price of any goods or services, such as gross receipts or Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. similar taxes; eminent domain proceeds;
(ix) any cash refunds, Rebates monies collected for events that are done for charities wherein the total amounts collected are paid to the charitable sponsor or discounts to Residents of any Community, or cash discounts and credits of a similar nature, given, paid or returned in the course of obtaining Gross Revenues or components thereof; not-for-profit organizations;
(x) income derived from securities and other property acquired and held for investment; all gratuities paid to employees;
(xi) proceeds amounts received by Xxxxxx as reimbursements of expenses and cost sharing (for example, reimbursement of taxes, insurance or utility bills);
(xii) any grants, subsidies, rebates, credits or similar benefits received by Lessee or Sub-lessee from any leasefederal, licensestate, easement regional or other transaction involving Landlordlocal body, agency, authority, department or organization;
(xiii) interest earned on Xxxxxx’s real estate interests deposit accounts, earnings or profits on Xxxxxx’s investments;
(xiv) interest income from loans or credit facilities granted by Xxxxxx and similar passive or investment income of Lessee related to Lessee’s liquid assets, investments or loans/credit facilities granted by Xxxxxx;
(xv) rents or percentage rents and commissions paid to Lessee by any Sub-lessees where the Lessor is collecting rent based on a percentage of Sub-lessee’s Gross Revenues as provided in Section 10.1.
(xvi) Amounts received by a valet parking concessionaire when Xxxxxx is remitting the respective percentage due to Lessor as provided above.
(xvii) Any restricted donations or contributions whose revenues are earmarked for capital expenditures, as approved by the Lessor, to the Property. If a sale is by credit card no deduction shall be allowed for any Community and whose purpose is not directly commission associated with any Community’s primary such sale. A "sale" shall be deemed to have been consummated for the purpose of this Lease, and the entire amount of sales price collected by Lessee and Sub-lessees, shall be included in Gross Revenues, at such time that (e.g., mineral i) the transaction is initially reflected in the books or gas rights leases, cell tower records of Lessee or other telecommunications leases, easement grants and billboard or other signage leasesSub-lessee(s); or (xiiii) awards Lessee or Sub-lessee(s) receives all or any portion of damagesthe sales price; or (iii) the applicable goods or services are delivered to the customer and payment is made to Lessee or Sub-lessee(s), settlement proceeds whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or otherwise, or all or any portion of the sale price has actually been paid at the time of inclusion in Gross Revenues or at any other time. No deduction shall be allowed for direct or indirect discounts, rebates, or other reductions on sales, unless generally offered to employees or the public on a uniform basis. Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be recognized in the period the service was provided or sale took place. Payments received in advance are deferred and other payments received are recognized as revenue in the period the service is rendered or sale takes place. Grants shall be recorded as income during the period designated by Landlord the grants or when the Lessee has incurred expenditures in respect compliance with the restrictions of the grantor. If a sale is by credit card, no deduction shall be allowed for any commission associated with such sale. Gross Revenues shall be reduced by the amount of any litigation (other than litigation refund made upon any sale in or from the Property, provided said amounts had been previously included in "Gross Revenues," not to collect fees exceed the sum so previously included, where the merchandise sold is thereafter returned by the purchaser and accepted by the Lessee or other charges due for services rendered from or any occupancy or use Sub-lessees, and if such refund is in the form of any space in any Communitya credit to customer, in which event payments of any such fees, charges or rent that are collected pursuant to and as a result of any such litigation credit shall be treated as included in Gross Revenues when received). Any Bad Debt, or any community fees or deposits that are refunded to Residents or other Persons, shall be deducted from Gross Revenues during the specific period in which such Bad Debt is recognized or such refunds are made, as the case may be, if such amounts were previously included in Gross Revenues. Any Bad Debt that is recognized but is later collected shall be added to Gross Revenuesused.
Appears in 1 contract
Samples: Lease Agreement
Gross Revenues. The term “"Gross Revenues,” " shall mean all revenues derived from operating the Facility and all departments and parts thereof, determined in accordance with GAAP for each Accounting Period (with the exception of any specific periodpass-through fees) including, but not limited to: income (from both cash and credit transactions, net of any fee therefor) from community fees, monthly occupancy fees, health care fees and any and all other fees and payments whatsoever received from Residents of the Facility; income from food and beverage and catering sales; income from vending machines; and proceeds, if any, from business interruption (but only to the extent it reimburses Owner for lost income and not for additional or other expenses) or other loss of income insurance, all revenues or receipts of every kind derived or collected from the operation of any Community, from whatever source, all of which to be determined in accordance with GAAP, including, without limitation, income from both cash and credit transactions from rental or subleasing of every kind, entrance fee revenues earned in accordance with GAAP, rental income from Residents, space rentals, service fee income, food income, ancillary services income (except as provided below), living income, guest fees, income from vending machines, health club membership fees, wholesale and retail sales or merchandise and service charges, community fees, deposits forfeited, off premises catering and other income generated from the operation of such Community; provided, however, that “Gross Revenues” Revenues shall not include: include (i) any income derived or collected pursuant gratuities to employees at the Ancillary Services to be provided by Tenant or its Affiliates pursuant to Section 3.18 above, including from any rent paid by Tenant or its Affiliates to Landlord under any space lease or other occupancy or use agreement for Ancillary Services as provided in clause (iii) of Section 3.18Facility; (ii) any proceeds from federal, state or otherwise attributable to a salemunicipal excise, financing, re-financing, equity contribution sales or use taxes or similar capital event, including taxes imposed at the point of sale and collected directly from Residents or guests of the Facility or included as part of the sales price of any goods or services; (iii) proceeds from the sale or disposition of FF&E and any FF&Eother capital asset; (iiiiv) any interest received or accrued with respect to the monies in any operating or reserve accounts of any Communitythe Facility; (ivv) insurance proceeds, including under proceeds of any title financing or refinancing of the Facility or any portion thereof; (vi) proceeds of any insurance policy (except for business interruption proceeds; (vloss of income insurance as provided above) or condemnation awards; (vi) security or other deposits until such time as the same are applied to current fees and other amounts due and payabletaking; (vii) gifts or gratuities provided to any Community employees; (viii) federal, state or municipal excise, sales, occupancy, use or similar taxes collected directly from Residents or included as part of the sales price of any goods or services, such as gross receipts or Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. similar taxes; (ix) any cash refunds, Rebates rebates or discounts to Residents of any Communitythe Facility, or cash discounts and credits of a similar nature, given, paid or returned in the course of obtaining Gross Revenues or components thereof; (x) income derived from securities and other property acquired and held for investment; (xiviii) proceeds from any lease, license, easement sale of the Facility or any other transaction involving Landlord’s real estate interests in any Community and whose purpose is not directly associated with any Community’s primary purpose capital transaction; (e.g., mineral ix) Resident funds on deposit or gas rights leases, cell tower or other telecommunications leases, easement grants and billboard or other signage leases)security deposits until such time as the same are applied to current fees due for services rendered for the Facility; or (xiix) awards of damages, settlement proceeds and other payments received by Landlord Owner in respect of any litigation (other than litigation to collect fees or other charges due for services rendered from or the Facility; and (xi) payments under any occupancy or use policy of any space in any Community, in which event payments of any such fees, charges or rent that are collected pursuant to and as a result of any such litigation shall be treated as Gross Revenues when received)title insurance. Any Bad Debt, or any community fees or deposits that are refunded to Residents or other Persons, a Resident shall be deducted from credited against Gross Revenues during the specific period month in which such Bad Debt is recognized or such refunds are made, as the case may be, if such amounts were previously included in Gross Revenues. Any Bad Debt that is recognized but is later collected shall be added to Gross Revenues.
Appears in 1 contract
Samples: Pre Opening Services and Management Agreement (Sunrise Assisted Living Inc)