Common use of Interim Operating Agreements Clause in Contracts

Interim Operating Agreements. If Purchaser and/or Purchaser's Manager has not obtained all Licensing Approvals on or before the Closing Date with respect to any Initial Closing Property (each a "Transition Property" and collectively, the "Transition Properties"), then at Closing, Stayton, Purchaser, and Purchaser's Manager shall enter into an interim lease and services agreement in the form attached hereto as Exhibit S (collectively, the "Interim Operating Agreements"); provided, however, this provision shall not apply (i) in States where the parties acknowledge and agree that the Interim Operating Agreements are not permitted as a matter of law, (ii) in States where the parties acknowledge and agree that Purchaser or Purchaser's Manager will be permitted, as a matter of law, to operate under the applicable Xxxxxxx'x license until the Licensing Approvals have been issued to Purchaser or Purchaser's Manager, (iii) if Purchaser or Purchaser's Manager has obtained all Licensing Approvals with respect to a Property other than any approvals required for Purchaser or Purchaser's Manager to xxxx under Medicare, Medicaid (however denominated by the applicable State) or other third party payor and Purchaser or Purchaser's Manager advises Stayton in writing of its election not to xxxx Medicare, Medicaid (however denominated by the applicable State) or other third party payor until such approvals have been granted to Purchaser or Purchaser's Manager or (iv) in States where Purchaser or Purchaser’s Manager has received acceptable assurances that Purchaser shall receive all Licensing Approvals upon any required confirmation by the States that the transfer of the Property has occurred.

Interim Operating Agreements. If Purchaser and/or Purchaser's Manager has (a) If, as of the Closing Date, any of the Purchasers (“Delayed Approval Purchasers”) have not obtained all Health Care Licensing Approvals on or before acceptable assurances that the Purchasers shall receive all Health Care Licensing Approvals effective as of the Closing Date with respect to upon any Initial Closing Property (each a "Transition Property" and collectively, required confirmation by the "Transition Properties")states that the transfer of the Facility or Facilities located in such states has occurred, then at the Closing, Staytonthe Delayed Approval Purchasers, Purchaser, and Purchaser's Manager shall enter into and the respective Seller, shall enter into and cause BPMSL to enter into (as needed), either (i) an interim lease and services services/management agreement in the form attached hereto as Exhibit S 6.6(a)(i) and any revisions required to comply with applicable state law (collectively, the "“Interim Management Agreements”) or (ii) an interim lease and consulting agreement in the form attached hereto as Exhibit 6.6(a)(ii) and any revisions required to comply with applicable state law (collectively, the “Interim Consulting Agreements” and, together with the Interim Management Agreements, the “Interim Operating Agreements"”); provided, howeveras appropriate. (b) In the event that after the Closing and prior to the issuance of the Health Care Licensing Approvals, this provision the applicable Governmental Authority approves the entering into of an Interim Management Agreement with respect to any Facility subject to an Interim Consulting Agreement, then the applicable Sellers, on the one hand, and the applicable Purchasers, on the other hand, shall enter into an Interim Management Agreement in the forms attached hereto as Exhibit 6.6(a)(i) and upon the commencement thereof, the Interim Consulting Agreement in effect with respect to such Facility shall be terminated. (c) The provisions of Sections 6.6(a) and (b) shall not apply (i) in States states where the parties Parties acknowledge and agree (or, after the Effective Date, the Purchasers have received notice or other communications from the applicable Governmental Authority) that the Interim Operating Agreements are not permitted as a matter under Applicable Law, in which case the Parties shall negotiate in good faith to enter into another arrangement that is permitted under Applicable Law. (d) For purposes of lawthis Agreement, (ii) in States where the parties acknowledge and agree that Purchaser or Purchaser's Manager will be permittedterm “Health Care Licensing Approvals” shall, as a matter to each of lawthe Facilities, refer to operate under the applicable Xxxxxxx'x license until the Licensing Approvals have been License issued to Purchaser or Purchaser's Manager, (iii) if Purchaser or Purchaser's Manager has obtained all Licensing Approvals with respect to a Property other than any approvals required for Purchaser or Purchaser's Manager to xxxx under Medicare, Medicaid (however denominated by the applicable State) Governmental Authority to operate such Facility as an assisted living facility, Alzheimer’s care, or other third party payor and Purchaser or Purchaser's Manager advises Stayton in writing of its election not to xxxx Medicare, Medicaid (however denominated by residential care facility for the applicable State) or other third party payor until such approvals have been granted to Purchaser or Purchaser's Manager or (iv) in States where Purchaser or Purchaser’s Manager has received acceptable assurances that Purchaser shall receive all Licensing Approvals upon any required confirmation by the States that the transfer of the Property has occurredelderly.