Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property. (b) Lessee will furnish and cause Guarantors to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request: (i) within ninety (90) days after the end of each of Lessee's fiscal years, a copy of the Statements of Cash Flow for the preceding fiscal year and an Officer's Certificate stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that would, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be in default to its knowledge, specifying all such defaults, the nature thereof and the steps being taken to remedy the same, and (ii) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and (iii) within forty-five (45) days after the end of each quarter, current financial statements of Lessee, the Guarantors and the operations performed in the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and (iv) within thirty (30) days after the end of each month current operating statements of the Leased Property, including, but not limited to operating statistics, certified to be true and correct by an officer of the Lessee and the Guarantors, as applicable, and (v) within ten (10) days of receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and (vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to time.
Appears in 6 contracts
Samples: Lease Agreement (Medical Properties Trust Inc), Lease Agreement (Medical Properties Trust Inc), Lease Agreement (Medical Properties Trust Inc)
Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will shall furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modificationsappropriate cause each Guarantor to furnish) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and cause Guarantors to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(i) within Within ninety (90) days after the end of each of LesseeAdvocat's fiscal years:
(a) Consolidated Financial Statements for the Lessee (from and after the transfer of Xxxxxx's interest to New Sub as contemplated by the Settlement and Restructuring Agreement) and Advocat, a copy (b) separate financial statements for each of the Statements Facilities, in each case certified by an financial officer of Cash Flow for the preceding fiscal year Lessee; and (c) an Officer's Certificate stating that to the best of the signer's knowledge and belief of such officer after making due inquiry, Lessee Xxxxxx is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldLease, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be is in default to its knowledgedefault, specifying all such defaults, the nature thereof thereof, and the steps being taken to remedy the same, and.
(ii) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iii) within Within forty-five (45) days after the end of each quarterof Advocat's quarters, current quarterly consolidated financial statements reports of LesseeAdvocat, together with an Officer's Certificate that Lessee is not in default of any covenant set forth in Section 8 of this Lease and Guarantor is not in default of any covenant under the Guaranty, or if Lessee or Guarantor is in default, specifying all such defaults, the Guarantors nature thereof, and the operations performed in steps being taken to remedy the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, andsame;
(iviii) within thirty Within forty-five (3045) days after the end of each month current operating of Advocat's quarters, a quarterly Financial Statement from Advocat (provided, however, that such quarterly Financial Statements need not be certified by a certified public accountant, but shall be certified by Advocat to be complete and accurate);
(iv) Within thirty-five (35) days after the end of each month, monthly financial reports for each Facility with detailed statements of income and expense and detailed operational statistics regarding occupancy rates, patient mix and patient rates by type for the Leased PropertyFacility;
(v) A copy of each cost report filed with a governmental agency for any Facility;
(vi) Within fifteen (15) days after they are required to be filed with the SEC, includingcopies of any annual or quarterly report and of information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which Advocat is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934;
(vii) Within thirty (30) days of Xxxxxx's or Manager's receipt thereof, copies of surveys performed by the appropriate governmental agencies for licensing or certification purposes, and any plan of correction thereto as approved by the appropriate governmental agency for any Facility.
(viii) Immediate Notice to Lessor of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity, known to Lessee, the result of which could be to (i) modify in a way adverse to Lessee or revoke or suspend or terminate, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Lessee carries on any part of the Primary Intended Use of any Facility, or (ii) suspend, terminate, adversely modify, or fail to renew or fully continue in effect any cost reimbursement or cost sharing program by any state or federal governmental agency, including but not limited to Medicaid or Medicare or any successor or substitute therefor, or seek return of or reimbursement for any funds previously advanced or paid pursuant to any such program, or (iii) impose any bed hold, limitation on patient admission or similar restriction on any Leased Property, or (iv) prosecute any party with respect to the operation of any activity on any Leased Property or enjoin any party or seek any civil penalty in excess of Ten Thousand Dollars ($10,000.00) in respect thereof;
(ix) As soon as it is prepared in each Lease Year, a capital and operating statistics, certified to be true and correct by an officer of budget for the Lessee Facilities for that and the Guarantors, as applicable, andfollowing Lease Year;
(vx) within ten (10) days of receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with With reasonable promptness, such other information respecting the financial condition and affairs of Lessee Xxxxxx and the Guarantors Facilities as Lessor may reasonably request from time to timetime including, without limitation, any such other information as may be available to the administration of the Leased Properties; and
(xi) At times reasonably required by Lessor, and upon request as appropriate, such additional information and unaudited quarterly financial information concerning the Leased Properties and Lessee as Lessor may require for its on-going filings with the Securities and Exchange Commission, under both the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Lessor during the Term of this Lease. Lessor's right to the statements referred to in Subparagraph (x) shall be subject to any prohibitions or limitations on disclosure of any such data under applicable laws or regulations, including, without limitation, any duly enacted "Patients' Bill of Rights" or any similar legislation, including such limitations as may be necessary to preserve the confidentiality of the Facility-patient relationship and the physician-patient privilege. Further, except for statements or information which are already public, Lessor shall not disclose the contents of any such statement, except to a Facility Mortgagee, proposed Facility Mortgagee, lender of Lessor, proposed Lender of Lessor, prospective investor, prospective purchaser, or Lessor's attorneys, accountants or agents, and except as permitted in Section 23.2.
Appears in 2 contracts
Samples: Master Lease (Omega Healthcare Investors Inc), Master Lease (Omega Healthcare Investors Inc)
Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and will cause Guarantors any Guarantor to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(ia) within ninety Within ninety-five (9095) days after the end of Lessees’ Fiscal Years or concurrently with the filing by Sun of its annual report on Form 10K with the SEC, whichever is later: (i) Sun’s Financial Statements; (ii) Financials for each of Lessee's the Facilities for the fiscal yearsyear last completed (and, if any such Financials are thereafter provided to a Guarantor for such Fiscal Year, a copy thereof within fifteen (15) days after the same are so provided) in each case certified by an Executive Officer of the Statements of Cash Flow for the preceding fiscal year and Lessee; (iii) an Officer's ’s Certificate of Lessee stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease Master Lease, or if Lessee is in default, specifying all such defaults, the nature thereof, and no condition currently exists the steps being taken to remedy the same and (iv) a report with respect to the financial statements from Sun’s accountants, which report shall be unqualified as to going concern and scope of audit of Sun and its subsidiaries and shall provide in substance that would, but (a) such consolidated financial statements present fairly the consolidated financial position of Sun and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the giving periods indicated in conformity with GAAP and (b) that the examination by Sun’s accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;
(b) Within fifty (50) days after the end of each of Lessee’s Fiscal Year quarters or concurrently with the filing by Sun of its quarterly report on Form 10Q with the SEC, whichever is later (i) a copy of any required notice or expiration and all Financials for such period, and (ii) an Officer’s Certificate of each Lessee, stating that Lessee is not in default of any applicable cure periodcovenant set forth in Article VIII of this Master Lease, constitute an Event of Default, or, or if Lessee shall be is in default to its knowledgedefault, specifying all such defaults, the nature thereof and the steps being taken to remedy the same, and;
(iic) within ninety Upon Lessor’s request from time to time, such additional information and unaudited quarterly financial information concerning the Leased Properties and Lessee as Lessor may require for its on-going filings with the Securities and Exchange Commission, under both the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including, but not limited to, 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Lessor during the Term of this Master Lease, subject to the conditions that neither Lessee nor Guarantor shall be required to disclose information that is material non-public information or is subject to the quality assurance immunity or is subject to attorney-client privilege or the attorney work product doctrine;
(90d) Within forty (40) days after the end of each yearmonth, audited a financial report for each of the Facilities for such month, including detailed statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses expense and changes in cash flow all in accordance with generally accepted accounting principlesdetailed operational statistics regarding occupancy rates, andpatient mix and patient rates by type for each Facility;
(iiie) within forty-five (45) days after the end of each quarter, current financial statements of Lessee, the Guarantors and the operations performed in the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and
(iv) within Within thirty (30) days after of receipt thereof, copies of surveys performed by the end appropriate governmental agencies for licensing or certification purposes, and any plan of each month current correction as approved by the State;
(f) Prompt Notice to Lessor of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity, (any of which is called a “Proceeding”), known to Lessee, the result of which Proceeding would reasonably be expected to be to (i) revoke or suspend or terminate or modify in a way adverse to Lessee, or fail to renew or fully continue in effect, any license or certificate or operating statements authority pursuant to which Lessee carries on any part of the Primary Intended Use of all or any portion of the Leased PropertyProperties, includingor (ii) suspend, terminate, adversely modify, or fail to renew or fully continue in effect any cost reimbursement or cost sharing program by any state or federal governmental agency, including but not limited to operating statisticsMedicaid or Medicare or any successor or substitute therefor, certified if the effect thereof is or reasonably could be anticipated to be true materially adverse to Lessee or the Leased Properties, or (iii) seek return of or reimbursement for any funds previously advanced or paid pursuant to any such program, if the effect thereof is or reasonably could be anticipated to be materially adverse to Lessee or the Leased Properties, or (iv) impose any bed hold, limitation on patient admission or similar restriction on the Leased Properties, or (iv) prosecute any party with respect to the operation of any activity on the Leased Properties or enjoin any party or seek any civil penalty in excess of Twenty Thousand Dollars ($20,000.00) in respect thereof;
(g) As soon as it is prepared in a Lease Year, a capital and correct by an officer of the Lessee operating budget for each Facility for that and the Guarantors, as applicable, following Lease Year; and
(vh) within ten Within fifteen (1015) days of receiptLessee’s receipt thereof, any and all notices (regardless copies of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to timerate letters.
Appears in 2 contracts
Samples: Master Lease Agreement (Sun Healthcare Group Inc), Master Lease Agreement (Omega Healthcare Investors Inc)
Officers Certificates and Financial Statements. (a) At any time and from time Borrowers will furnish, or cause to time within twenty (20) days following written request by Lessorbe furnished, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and cause Guarantors to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, requestLender:
(ia) within ninety one hundred twenty (90120) days after the end of the fiscal year for each of Lessee's fiscal yearsBorrower, a copy of the Statements of Cash Flow that Borrower’s Financial Statements, and separate operating statements for the preceding Facilities owned by such Borrower, in each case certified by an executive officer of the pertinent Borrower;
(b) within one hundred twenty (120) days after the end of the fiscal year for each Parent Guarantor and HCREH, a copy of that Person’s Financial Statements, in each case certified by an executive officer of the pertinent Person;
(c) within one hundred twenty (120) days after the end of the fiscal year for each Borrower, and together with the financial statements furnished in accordance with clause (a) and (b), an Officer's ’s Certificate of Borrowers, Parent Guarantors and HCREH stating that to the best of the signer's knowledge and belief after making due inquirynone Borrower, Lessee Parent Guarantor or HCREH is not in default in the performance or observance of any of the terms of this Lease Agreement and no condition currently exists that wouldthe other Loan Documents, but for the giving of any required notice or expiration of any applicable cure periodif a Borrower, constitute an Event of Default, or, if Lessee Parent Guarantor or HCREH shall be in default to its knowledgedefault, specifying all such defaults, the nature thereof thereof, and the steps being taken to remedy the same, and;
(ii) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iiid) within forty-five (45) days after the end of each quartermonth, current monthly financial reports for each Facility, including detailed statements of Lesseeincome and expense;
(e) upon Lender’s request, complete copies of each cost report filed with the appropriate governmental agency for each Facility and any and all amendments filed with respect to such reports, and all responses, audit reports and inquiries with respect to each such report;
(f) upon Lender’s request, copies of surveys performed by the appropriate governmental agencies for licensing or certification purposes, and without the need for request by Lender, any plan of correction thereto for any Facility;
(g) Borrowers will give Lender immediate notice of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity, known to any of Borrowers, the Guarantors and result of which could be to (i) revoke or suspend or terminate or modify in a way adverse to a Borrower, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Borrowers carries on any part of the operations performed in the Primary Intended Use of any Facility, certified or (ii) suspend, terminate, adversely modify, or fail to be true and correct renew or fully continue in effect any cost reimbursement or cost sharing program by an officer of Lessee and the Guarantorsany state or federal governmental agency, as applicable, and
(iv) within thirty (30) days after the end of each month current operating statements of the Leased Property, including, including but not limited to operating statisticsMedicaid or Medicare or any successor or substitute therefor, certified or seek return of or reimbursement for any funds previously advanced or paid pursuant to be true and correct by an officer of the Lessee any such program, or (iii) impose any bed hold, limitation on patient admission, or similar restriction on any Facility;
(h) as soon as it is prepared in each year, a capital budget for each Facility for that and the Guarantors, as applicable, andfollowing year;
(v) within ten (10) days of receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vii) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee Borrowers and the Guarantors each Facility as Lessor Lender may reasonably request from time to timetime including, without limitation, any such other information as may be available to the administration of each Facility; and
(j) at times reasonably required by Lender, and upon request as appropriate, audited year-end information and unaudited quarterly financial information concerning the Facilities and the Guarantors, as Lender shall require for its on-going filings with the Securities and Exchange Commission, under both the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Lender during the Term of this Agreement.
Appears in 1 contract
Officers Certificates and Financial Statements. Tenant shall furnish (or as appropriate cause each Guarantor to furnish) to Landlord:
(a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and cause Guarantors to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(i) within Within ninety (90) days after the end of each of Lessee's DHSI’s fiscal years: (i) Consolidated Financial Statements for the Tenant, a copy the Subtenants (other than any Hospital Subtenant, UPL-IGT Manager and DHSI), (ii) separate financial statements for each of the Statements Facilities, in each case certified by an financial officer of Cash Flow for the preceding fiscal year Tenant; and (iii) an Officer's ’s Certificate stating that to the best of the signer's knowledge and belief of such officer after making due inquiry, Lessee Tenant is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldLease, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be Tenant is in default to its knowledgedefault, specifying all such defaults, the nature thereof thereof, and the steps being taken to remedy the same, and.
(iib) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iii) within Within forty-five (45) days after the end of each quarterof DHSI’s quarters, current quarterly consolidated financial statements reports of LesseeDHSI, together with an Officer’s Certificate that Tenant is not in default of any covenant set forth in ARTICLE VIII of this Lease and Guarantor is not in default of any covenant under the Guaranty, or if Tenant or Guarantor is in default, A request for confidential treatment has been made with respect to portions of this document that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 74 Master Lease (OHI - Diversicare) Derwent – 9.25.18 specifying all such defaults, the Guarantors nature thereof, and the operations performed in steps being taken to remedy the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, andsame;
(ivc) within thirty Within forty-five (3045) days after the end of each month current operating of DHSI’s quarters, a quarterly Financial Statement from DHSI (provided, however, that such quarterly Financial Statements need not be certified by a certified public accountant, but shall be certified by DHSI to be complete and accurate);
(d) Within thirty-five (35) days after the end of each month, monthly financial reports for each Facility with detailed statements of income and expense and detailed operational statistics regarding occupancy rates, patient mix and patient rates by type for the Leased Property, including, but not limited to operating statistics, certified to be true and correct by an officer of the Lessee and the Guarantors, as applicable, andFacility;
(ve) within ten (10) days A copy of receipt, each cost report filed with a governmental agency for any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to time.;
Appears in 1 contract
Samples: Master Lease (Diversicare Healthcare Services, Inc.)
Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and will cause Guarantors any Guarantor to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(ia) within ninety Within ninety-five (9095) days after the end of Lessees’ Fiscal Years or concurrently with the filing by New Sun of its annual report on Form 10K with the SEC, whichever is later: (i) New Sun’s Financial Statements; (ii) Financials for each of Lessee's the Facilities for the fiscal yearsyear last completed (and, if any such Financials are thereafter provided to a Guarantor for such Fiscal Year, a copy thereof within fifteen (15) days after the same are so provided) in each case certified by an Executive Officer of the Statements of Cash Flow for the preceding fiscal year and Lessee; (iii) an Officer's ’s Certificate of Lessee stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease Master Lease, or if Lessee is in default, specifying all such defaults, the nature thereof, and no condition currently exists the steps being taken to remedy the same and (iv) a report with respect to the financial statements from New Sun’s accountants, which report shall be unqualified as to going concern and scope of audit of New Sun and its subsidiaries and shall provide in substance that would, but (a) such consolidated financial statements present fairly the consolidated financial position of New Sun and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the giving periods indicated in conformity with GAAP and (b) that the examination by New Sun’s accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;
(b) Within fifty (50) days after the end of each of Lessee’s Fiscal Year quarters or concurrently with the filing by New Sun of its quarterly report on Form 10Q with the SEC, whichever is later (i) a copy of any required notice or expiration and all Financials for such period, and (ii) an Officer’s Certificate of each Lessee, stating that Lessee is not in default of any applicable cure periodcovenant set forth in Article VIII of this Master Lease, constitute an Event of Default, or, or if Lessee shall be is in default to its knowledgedefault, specifying all such defaults, the nature thereof and the steps being taken to remedy the same, and;
(iic) within ninety Upon Lessor’s request from time to time, such additional information and unaudited quarterly financial information concerning the Leased Properties and Lessee as Lessor may require for its on-going filings with the Securities and Exchange Commission, under both the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including, but not limited to, 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Lessor during the Term of this Master Lease, subject to the conditions that neither Lessee nor Guarantor shall be required to disclose information that is material non-public information or is subject to the quality assurance immunity or is subject to attorney-client privilege or the attorney work product doctrine;
(90d) Within forty (40) days after the end of each yearmonth, audited a financial report for each of the Facilities for such month, including detailed statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses expense and changes in cash flow all in accordance with generally accepted accounting principlesdetailed operational statistics regarding occupancy rates, andpatient mix and patient rates by type for each Facility;
(iiie) within forty-five (45) days after the end of each quarter, current financial statements of Lessee, the Guarantors and the operations performed in the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and
(iv) within Within thirty (30) days after of receipt thereof, copies of surveys performed by the end appropriate governmental agencies for licensing or certification purposes, and any plan of each month current correction as approved by the State;
(f) Prompt Notice to Lessor of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity, (any of which is called a “Proceeding”), known to Lessee, the result of which Proceeding would reasonably be expected to be to (i) revoke or suspend or terminate or modify in a way adverse to Lessee, or fail to renew or fully continue in effect, any license or certificate or operating statements authority pursuant to which Lessee carries on any part of the Primary Intended Use of all or any portion of the Leased PropertyProperties, includingor (ii) suspend, terminate, adversely modify, or fail to renew or fully continue in effect any cost reimbursement or cost sharing program by any state or federal governmental agency, including but not limited to operating statisticsMedicaid or Medicare or any successor or substitute therefor, certified if the effect thereof is or reasonably could be anticipated to be true materially adverse to Lessee or the Leased Properties, or (iii) seek return of or reimbursement for any funds previously advanced or paid pursuant to any such program, if the effect thereof is or reasonably could be anticipated to be materially adverse to Lessee or the Leased Properties, or (iv) impose any bed hold, limitation on patient admission or similar restriction on the Leased Properties, or (iv) prosecute any party with respect to the operation of any activity on the Leased Properties or enjoin any party or seek any civil penalty in excess of Twenty Thousand Dollars ($20,000.00) in respect thereof;
(g) As soon as it is prepared in a Lease Year, a capital and correct by an officer of the Lessee operating budget for each Facility for that and the Guarantors, as applicable, following Lease Year; and
(vh) within ten Within fifteen (1015) days of receiptLessee’s receipt thereof, any and all notices (regardless copies of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to timerate letters.
Appears in 1 contract
Samples: Master Lease Agreement (Omega Healthcare Investors Inc)
Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and will cause Guarantors any Guarantor to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(ia) within ninety Within ninety-five (9095) days after the end of Lessees' Fiscal Years or concurrently with the filing by Sun of its annual report on Form 10K with the SEC, whichever is later: (i) Sun's Financial Statements; (ii) Financials for each of Lessee's the Facilities for the fiscal yearsyear last completed (and, if any such Financials are thereafter provided to a Guarantor for such Fiscal Year, a copy thereof within fifteen (15) days after the same are so provided) in each case certified by an Executive Officer of the Statements of Cash Flow for the preceding fiscal year and Lessee; (iii) an Officer's Certificate of Lessee stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease Master Lease, or if Lessee is in default, specifying all such defaults, the nature thereof, and no condition currently exists the steps being taken to remedy the same and (iv) a certificate from qualified, certified public accountants acceptable to Lessor stating that wouldnothing came to the attention of the certified public accountants during the course of their audit of Sun's Financial Statements that would cause them to believe that any Event of Default had occurred;
(b) Within fifty (50) days after the end of each of Lessee's Fiscal Year quarters or concurrently with the filing by Sun of its quarterly report on Form 10Q with the SEC, but whichever is later (i) a copy of any and all Financial for such Fiscal Year quarter for itself and for the giving Leased Property as it may have provided to a Guarantor (and, if any such Financials are thereafter provided to a Guarantor for such fiscal quarter, a copy thereof within fifteen (15) days after the same are so provided, together with an Officer's Certificate of each Lessee, stating that (i) Lessee is not in default of any required notice covenant set forth in Article VIII of this Master Lease, or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be is in default to its knowledgedefault, specifying all such defaults, the nature thereof and the steps being taken to remedy the same, and.
(iic) within ninety (90) days after Upon Lessor's request from time to time, such additional information and unaudited quarterly financial information concerning the end Leased Properties and Lessee as Lessor may require for its on-going filings with the Securities and Exchange Commission, under both the Securities Act of each year1933, audited financial statements of Lesseeas amended, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in Securities Exchange Act of 1934, as amended, including, but not limited to, 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Lessor during the FacilityTerm of this Master Lease, prepared by a nationally recognized accounting firm subject to the conditions that neither Lessee nor Guarantor shall be required to disclose information that is material non-public information or an independent certified public accounting firm acceptable is subject to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, andthe quality assurance immunity or is subject to attorney-client privilege or the attorney work product doctrine;
(iiid) within forty-five (45) days after the end of each quarter, current financial statements of Lessee, the Guarantors and the operations performed in the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and
(iv) within Within thirty (30) days after the end of each month current month, a financial report for each of the Facilities for such month, including detailed statements of income and expense and detailed operational statistics regarding occupancy rates, patient mix and patient rates by type for each Facility;
(e) Within thirty (30) days of receipt thereof, copies of surveys performed by the appropriate governmental agencies for licensing or certification purposes, and any plan of correction as approved by the State;
(f) Prompt Notice to Lessor of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity, (any of which is called a "Proceeding"), known to Lessee, the result of which Proceeding would reasonably be expected to be to (i) revoke or suspend or terminate or modify in a way adverse to Lessee, or fail to renew or fully continue in effect, any license or certificate or operating statements authority pursuant to which Lessee carries on any part of the Primary Intended Use of all or any portion of the Leased PropertyProperties, includingor (ii) suspend, terminate, adversely modify, or fail to renew or fully continue in effect any cost reimbursement or cost sharing program by any state or federal governmental agency, including but not limited to operating statisticsMedicaid or Medicare or any successor or substitute therefor, certified if the effect thereof is or reasonably could be anticipated to be true materially adverse to Lessee or the Leased Properties, or (iii) seek return of or reimbursement for any funds previously advanced or paid pursuant to any such program, if the effect thereof is or reasonably could be anticipated to be materially adverse to Lessee or the Leased Properties, or (iv) impose any bed hold, limitation on patient admission or similar restriction on the Leased Properties, or (iv) prosecute any party with respect to the operation of any activity on the Leased Properties or enjoin any party or seek any civil penalty in excess of Twenty Thousand Dollars ($20,000.00) in respect thereof;
(g) As soon as it is prepared in a Lease Year, a capital and correct by an officer of the Lessee operating budget for each Facility for that and the Guarantors, as applicable, following Lease Year; and
(vh) within ten Within fifteen (1015) days of receiptLessee's receipt thereof, any and all notices (regardless copies of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to timerate letters.
Appears in 1 contract
Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty upon not less than ten (2010) days following written prior request by Lessor, but in no event more frequently than once in any three (3) month period, Lessee will furnish to Lessor an Officer's Certificate certifying any or all of the following as requested, (i) that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Basic Rent has and all Additional Rent have been paid, (ii) either that Lessee does not know of any default in the performance of any provisions of this Lease or specifying any Default of which Lessee may have knowledge and stating what action Lessee is taking or proposes to take with respect thereto, and (iii) that, there are no proceedings pending or, to the best knowledge of Lessee, threatened against Lessee before or by any court or administrative agency which, if adversely decided, would materially and adversely affect the financial condition or operations of Lessee, or, if any such proceedings are pending or threatened to the knowledge of Lessee, specifying and describing the same. Any such Officer's Certificate certificate furnished pursuant to this Article Section may be relied upon by Lessor Lessor, Lessor's Assignees, if any, and any prospective purchaser of the Leased Property. Lessee will also furnish Lessor, upon request of Lessor, an Officer's Certificate certifying the amount of the Consolidated Tangible Net Worth of Lessee, as shown on the most current consolidated balance sheet of Lessee and its consolidated subsidiaries.
(b) Lessee will furnish and cause Guarantors to furnish the following statements to Lessor and Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request's Assignees:
(i) within ninety (90) 120 days after the end of each of Lessee's fiscal years, a copy of and together with the Statements of Cash Flow for the preceding fiscal year and annual audit report furnished in accordance with clause (i), an Officer's Certificate stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that would, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be in default Default to its knowledge, specifying all such defaultsDefaults, the nature thereof thereof, and the steps being taken to remedy the same, and,
(ii) within ninety (90) days after the end with reasonable promptness, copies of all financial statements and reports which Lessee shall send to its stockholders, and copies of each yearForm 10-K, audited financial Form 10-Q, Form 8-K, proxy statement and registration statement (other than Form S-8 registration statements), or copies of any successor forms or statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessorsubstituted therefor, which statements Lessee shall include a balance sheet file with the Securities and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principlesExchange Commission or any governmental agency substituted therefor, and
(iii) within forty-five (45) days after the end of each quarter, current financial statements of Lessee, the Guarantors and the operations performed in the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and
(iv) within thirty (30) days after the end of each month current operating statements of the Leased Property, including, but not limited to operating statistics, certified to be true and correct by an officer of the Lessee and the Guarantors, as applicable, and
(v) within ten (10) days of receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information information, consistent with the disclosure requirements of the federal securities laws, respecting the financial condition and affairs of Lessee and the Guarantors Lessee, as Lessor may reasonably request from time to time.
Appears in 1 contract
Samples: Master Lease (Quantum Corp /De/)
Officers Certificates and Financial Statements. (a) At any time and from time to time within upon Lessee's receipt of not less than twenty (20) days following days' prior written request by Lessor, Lessee will shall furnish to Lessor an Officer's Certificate certifying (i) that this Lease is unmodified and in full force and effect (effect, or that this Lease is in full force and effect as modified and setting forth the modifications; (ii) and the dates to which the Rent has been paid; (iii) whether or not, to the best knowledge of Lessee, Lessor is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Lessee may have knowledge; and (iv) responses to such other questions or statements of fact as Lessor, any ground or underlying lessor, any purchaser or any current or prospective Facility Mortgagee shall reasonably request. Lessee's failure to deliver such statement within such time shall constitute an acknowledgement by Lessee that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by Lessor; (y) Lessor is not in default in the performance of any covenant, agreement or condition contained in this Lease; and (z) the other matters set forth in such request, if any, are true and correct. Any such Officer's Certificate certificate furnished pursuant to this Article may be relied upon by Lessor and any current or prospective Facility Mortgagee, ground or underlying lessor or purchaser of the Leased Property.
(b) . Lessee will furnish and cause Guarantors to shall furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(ia) within ninety (90) 120 days after the end of each of Lessee's and Guarantor's fiscal years, a copy of the Statements audited consolidated balance sheets of Cash Flow Lessee, its consolidated Subsidiaries and Guarantor as of the end of such fiscal year, and related audited consolidated statements of income, changes in common stock and other stockholders' equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the preceding period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants;
(b) within 120 days after the end of each of Lessee's and Guarantor's fiscal year years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer's Certificate stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldLease, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be in default to its knowledgedefault, specifying all such defaults, the nature thereof thereof, and the steps being taken to remedy the same, and;
(ii) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iiic) within forty-five (45) days after the end of each quarterof Lessee's quarters, current all quarterly consolidated financial reports Lessee produces for reporting purposes and detailed statements of Lesseeincome and detailed operational statistics regarding occupancy rates, the Guarantors patient and the operations performed in resident mix and patient and resident rates by type for the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and;
(ivd) within thirty (30) days after the end same is required to be filed with the appropriate Governmental Authority, a copy of each month current operating statements cost report for the Facility;
(e) within thirty (30) days after they are required to be filed with the SEC, copies of any annual reports and of information, documents and other reports, or copies of such portions of any of the Leased Propertyforegoing as the SEC may prescribe, includingwhich Lessee is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934;
(f) immediately upon Lessee's receipt thereof, but not limited copies of all written communications received by Lessee from any regulatory agency relating to operating statistics(i) surveys of the Facility for purposes of licensure, certified Medicare and Medicaid certification and accreditation and (ii) any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at the Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, or the condition of the Facility, and involving an actual or threatened warning, imposition of a fine or a penalty, or suspension, termination or revocation of the Facility's license to be true and correct by an officer operated in accordance with its Primary Intended Use;
(g) [Intentionally Deleted];
(h) immediately upon Lessee's receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Lessee and the Guarantors, as applicable, Leased Property or any Capital Additions or Lessee's use thereof; and
(v) within ten (10) days of receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vii) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee Lessee, any Guarantor and the Guarantors Facility, (ii) the physical condition of the Leased Property and any Capital Additions and (iii) any suspected Transfer, including the then equity or voting ownership in Lessee or in any Controlling Person(s), in each case as Lessor may reasonably request request, in the form of a questionnaire or otherwise, from time to time, but not more often than is reasonable under the circumstances. Lessee acknowledges that the failure to furnish Lessor with any of the certificates or statements required by this Article XXV will cause Lessor to incur costs and expenses not contemplated hereunder, the exact amount of which is presently anticipated to be extremely difficult to ascertain. Accordingly, if Lessee fails to furnish Lessor with any of the certificates or statements required by this Article XXV, Lessee shall pay to Lessor upon demand $500.00 for each such failure as Additional Charges; provided, however, that with respect to the first three (3) only occurrences when Lessee fails to furnish Lessor with any certificate or statement required by this Article XXV during the Term, Lessee shall not be required to pay such $500.000 additional charge thereon if Lessee delivers its certificate or statement required within five (5) Business Days after receipt of written notice from Lessor of Lessee's failure to deliver the same. The parties agree that this charge represents a fair and reasonable estimate of the costs that Lessor will incur by reason of Lessee's failure to furnish Lessor with such certificates and statements.
Appears in 1 contract
Samples: Lease (Centennial Healthcare Corp)
Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and will cause Guarantors any Guarantor to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(ia) within ninety Within ninety-five (9095) days after the end of Lessees’ Fiscal Years or concurrently with the filing by New Sun of its annual report on Form 10K with the SEC, whichever is later: (i) New Sun’s Financial Statements; (ii) Financials for each of Lessee's the Facilities for the fiscal yearsyear last completed (and, if any such Financials are thereafter provided to a Guarantor for such Fiscal Year, a copy thereof within fifteen (15) days after the same are so provided) in each case certified by an Executive Officer of the Statements of Cash Flow for the preceding fiscal year and Lessee; (iii) an Officer's ’s Certificate of Lessee stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease Master Lease, or if Lessee is in default, specifying all such defaults, the nature thereof, and no condition currently exists the steps being taken to remedy the same and (iv) a report with respect to the financial statements from New Sun’s accountants, which report shall be unqualified as to going concern and scope of audit of New Sun and its subsidiaries and shall provide in substance that would, but (a) such consolidated financial statements present fairly the consolidated financial position of New Sun and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the giving periods indicated in conformity with GAAP and (b) that the examination by New Sun’s accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;
(b) Within fifty (50) days after the end of each of Lessee’s Fiscal Year quarters or concurrently with the filing by New Sun of its quarterly report on Form 10Q with the SEC, whichever is later (i) a copy of any required notice or expiration and all Financials for such period, and (ii) an Officer’s Certificate of each Lessee, stating that Lessee is not in default of any applicable cure periodcovenant set forth in Article VIII of this Master Lease, constitute an Event of Default, or, or if Lessee shall be is in default to its knowledgedefault, specifying all such defaults, the nature thereof and the steps being taken to remedy the same, and;
(iic) within ninety Upon Lessor’s request from time to time, such additional information and unaudited quarterly financial information concerning the Leased Properties and Lessee as Lessor may require for its on-going filings with the Securities and Exchange Commission, under both the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including, but not limited to, 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Lessor during the Term of this Master Lease, subject to the conditions that neither Lessee nor Guarantor shall be required to disclose information that is material non-public information or is subject to the quality assurance immunity or is subject to attorney-client privilege or the attorney work product doctrine;
(90d) Within forty (40) days after the end of each yearmonth, audited a financial report for each of the Facilities for such month, including detailed statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses expense and changes in cash flow all in accordance with generally accepted accounting principlesdetailed operational statistics regarding occupancy rates, andpatient mix and patient rates by type for each Facility;
(iiie) within forty-five (45) days after the end of each quarter, current financial statements of Lessee, the Guarantors and the operations performed in the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and
(iv) within Within thirty (30) days after of receipt thereof, copies of surveys performed by the end appropriate governmental agencies for licensing or certification purposes, and any plan of each month current correction as approved by the State;
(f) Prompt Notice to Lessor of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity, (any of which is called a “Proceeding”), known to Lessee, the result of which Proceeding would reasonably be expected to be to (i) revoke or suspend or terminate or modify in a way adverse to Lessee, or fail to renew or fully continue in effect, any license or certificate or operating statements authority pursuant to which Lessee carries on any part of the Primary Intended Use of all or any portion of the Leased PropertyProperties, includingor (ii) suspend, terminate, adversely modify, or fail to renew or fully continue in effect any cost reimbursement or cost sharing program by any state or federal governmental agency, including but not limited to operating statisticsMedicaid or Medicare or any successor or substitute therefor, certified if the effect thereof is or reasonably could be anticipated to be true materially adverse to Lessee or the Leased Properties, or (iii) seek return of or reimbursement for any funds previously advanced or paid pursuant to any such program, if the effect thereof is or reasonably could be anticipated to be materially adverse to Lessee or the Leased Properties, or (iv) impose any bed hold, limitation on patient admission or similar restriction on the Leased Properties, or (iv) prosecute any party with respect to the operation of any activity on the Leased Properties or enjoin any party or seek any civil penalty in excess of Twenty Thousand Dollars ($20,000.00) in respect thereof;
(g) As soon as it is prepared in a Lease Year, a capital and correct by an officer of the Lessee operating budget for each Facility for that and the Guarantors, as applicable, following Lease Year; and
(vh) within ten Within fifteen (1015) days of receiptLessee’s receipt thereof, any and all notices (regardless copies of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to timerate letters.
Appears in 1 contract
Officers Certificates and Financial Statements. (a) At any time and from time to time within twenty 14 (20fourteen) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be maybe relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and cause Guarantors or caused to furnish be furnished the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(i) within ninety (90) 120 days after the end of each of Lessee's fiscal years, years (A) a copy of the Lessee's audited Financial Statements of Cash Flow for the preceding such fiscal year and year, (B) an Officer's Certificate stating that to the best no Event of the signer's knowledge and belief after making due inquiryDefault, Lessee is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldevent which, but for with the giving of any required notice or expiration the passage of any applicable cure periodtime, or both, would constitute an Event of Default, has occurred and is continuing and has not been waived, or, if Lessee there shall have occurred and be in default to its knowledgecontinuing such an Event of Default or event, specifying all such defaults, the nature thereof and the steps being taken to remedy the same, and(C) a current rent or lease roll for the Leased Property setting forth rental information in reasonable detail regarding all of the Tenants and Tenant Leases, including any space utilized by Lessee, and (D) a calculation of the Cash Flow Coverage Ratio for such fiscal year;
(ii) within ninety (90) 120 days after the end of each of Guarantor's fiscal years (A) a copy of Guarantor's audited Consolidated Financial Statements for such fiscal year, audited financial statements and (B) an Officer's Certificate stating that no Event of LesseeDefault involving Guarantor, or event which, with the Guarantors (excluding Xxxx X. Xxxxxxxxx) giving of notice or the passage of time, or both, would constitute such an Event of Default, has occurred and is continuing and has not been waived, or, if there shall have occurred and be continuing such an Event of Default or event, specifying the nature thereof and the operations performed in steps being taken to remedy the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, andsame;
(iii) within forty-five (45) 50 days after the end of each quarter, current financial statements of the first three fiscal quarters of each fiscal year of Lessee, (A) a copy of Lessee's balance sheet and statement of earnings for such quarter, together with Lessee's utilization statements produced in the Guarantors ordinary course of business, which Lessor will hold in confidence, (B) an Officer's Certificate stating that no Event of Default or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing and has not been waived, or, if there shall have occurred and be continuing such an Event of Default or event, specifying the nature thereof and the operations performed in steps being taken to remedy the Facilitysame, certified to be true and correct by an officer (C) a calculation of Lessee and the Guarantors, as applicable, andCash Flow Coverage Ratio for such fiscal quarter;
(iv) within thirty (30) 50 days after the end of each month current operating statements of the Leased Propertyfirst three fiscal quarters of each fiscal year of Guarantor, including(A) a copy of Guarantor's unaudited Consolidated Financial Statements for such fiscal quarter, but and (B) an Officer's Certificate stating that no Event of Default involving Guarantor or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default involving Guarantor, has occurred and is continuing and has not limited to operating statisticsbeen waived, certified to or, if there shall have occurred and be true and correct by continuing such an officer Event of Default or event, specifying the Lessee nature thereof and the Guarantors, as applicable, steps being taken to remedy the same; and
(v) within ten (10) days of receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition condition, affairs and affairs properties of Lessee and the Guarantors Guarantor as Lessor may reasonably request from time to time.
Appears in 1 contract
Officers Certificates and Financial Statements. Tenant shall furnish (or as appropriate cause each Guarantor to furnish) to Landlord:
(a) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and cause Guarantors to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(i) within Within ninety (90) days after the end of each of Lessee's DHSI’s fiscal years: (i) Consolidated Financial Statements for the Tenant, a copy the Subtenants (other than any Hospital Subtenant, UPL-IGT Manager and DHSI), (ii) separate financial statements for each of the Statements Facilities, in each case certified by an financial officer of Cash Flow for the preceding fiscal year Tenant; and (iii) an Officer's ’s Certificate stating that to the best of the signer's knowledge and belief of such officer after making due inquiry, Lessee Tenant is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldLease, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be Tenant is in default to its knowledgedefault, specifying all such defaults, the nature thereof thereof, and the steps being taken to remedy the same, and.
(iib) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iii) within Within forty-five (45) days after the end of each quarterof DHSI’s quarters, current quarterly consolidated financial statements reports of LesseeDHSI, together with an Officer’s Certificate that Tenant is not in default of any covenant set forth in ARTICLE VIII of this Lease and Guarantor is not in default of any covenant under the Guaranty, or if Tenant or Guarantor is in default, specifying all such defaults, the Guarantors nature thereof, and the operations performed in steps being taken to remedy the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, andsame;
(ivc) within thirty Within forty-five (3045) days after the end of each month current operating of DHSI’s quarters, a quarterly Financial Statement from DHSI (provided, however, that such quarterly Financial Statements need not be certified by a certified public accountant, but shall be certified by DHSI to be complete and accurate);
(d) Within thirty-five (35) days after the end of each month, monthly financial reports for each Facility with detailed statements of income and expense and detailed operational statistics regarding occupancy rates, patient mix and patient rates by type for the Leased Property, including, but not limited to operating statistics, certified to be true and correct by an officer of the Lessee and the Guarantors, as applicable, andFacility;
(ve) within ten (10) days A copy of receipt, each cost report filed with a governmental agency for any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to time.;
Appears in 1 contract
Samples: Master Lease (Diversicare Healthcare Services, Inc.)
Officers Certificates and Financial Statements. Lessee shall furnish (aand as appropriate cause Guarantor to furnish) At any time and from time to time within twenty (20) days following written request by Lessor, Lessee will furnish to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and cause Guarantors to furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(i) within Within ninety (90) days after the end of each of Lessee's fiscal years, :
(a) Lessee's Financial Statement; (b) a copy of the Statements of Cash Flow consolidated profit and loss statement for the preceding fiscal year Facilities, which shall be prepared on the basis of accounting consistent with that of Guarantor; and (c) an Officer's Certificate stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldLease, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be is in default to its knowledgedefault, specifying all such defaults, the nature thereof thereof, and the steps being taken to remedy the same, and;
(ii) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iii) within Within forty-five (45) days after the end of each of Guarantor's fiscal quarters, a copy of Guarantor's Report on Form 10-Q for the preceding fiscal quarter, current financial statements in the form required to be filed with the SEC, together with an Officer's Certificate that Lessee is not in default of Lesseeany covenant set forth in Section 8 of this Lease, or if Lessee is in default, specifying all such defaults, the Guarantors nature thereof, and the operations performed in steps being taken to remedy the Facilitysame;
(iii) Within ninety (90) days after the end of each of Guarantor's fiscal years, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, andGuarantor's Financial Statement for such fiscal year.
(iv) within Within thirty (30) days after the end of each month current operating month, monthly financial reports for each Facility with detailed statements of income and expense (actual and as compared to budget), and detailed operational statistics regarding occupancy rates for the Leased Property, including, but not limited to operating statistics, certified to be true and correct by an officer of the Lessee and the Guarantors, as applicable, andFacility;
(v) within Within fifteen (15) days of filing a copy of each cost report filed with a governmental agency for any Facility;
(vi) Within ten (10) days after they are required to be filed with the SEC, copies of receiptany annual or quarterly report and of information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) 53 60 which Lessee or any Guarantor are required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934;
(vii) Within thirty (30) days of Lessee's or Manager's receipt thereof, copies of surveys performed by the appropriate governmental agencies for licensing or certification purposes, and any plan of correction as approved by a State for a Facility;
(viii) Immediate Notice to Lessor of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity, known to Lessee, the result of which could be to (i) modify in a way adverse to Lessee or revoke or suspend or terminate, or fail to renew or fully continue in effect, any and all notices (regardless of form) from license or certificate or operating authority pursuant to which Lessee carries on any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract part of the Facility is being downgraded to a substandard category, revokedPrimary Intended Use of the Facilities, or suspended(ii) suspend, terminate, adversely modify, or that action is pending fail to renew or being considered fully continue in effect any cost reimbursement or cost sharing program by any state or federal governmental agency, including but not limited to downgrade to a substandard category, revokeMedicaid or Medicare or any successor or substitute therefor, or suspend seek return of or reimbursement for any funds previously advanced or paid pursuant to any such Facility's license program but only if Lessee participates in such programs), or certification(iii) impose any bed hold, andlimitation on resident admission or similar restriction on any Leased Property, or (iv) prosecute any party with respect to the operation of any activity on the Facilities or enjoin any party or seek any civil penalty in excess of One Thousand Dollars ($1,000.00) in respect thereof;
(viix) with As soon as it is prepared in each Lease Year, a capital and operating budget for the Facilities for that and the following Lease Year;
(x) With reasonable promptness, such other information respecting the financial condition and affairs of Lessee Lessee, Guarantor and the Guarantors Facilities as Lessor may reasonably request from time to time including, without limitation, any such other information as may be available to the administration of the Leased Properties; and
(xi) Upon Lessor's request from time to time, such additional information and unaudited quarterly financial information concerning the Leased Properties and Lessee as Lessor may require for its on-going filings with the Securities and Exchange Commission, under both the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Lessor during the Term of this Lease.
(xii) The worksheets of Lessee and Guarantor (including worksheets furnished by or on behalf of Lessee or Guarantor to its accountants in connection with the preparation of the Financial Statements), but only after the occurrence of an Event of Default and following written request by Lessor.
Appears in 1 contract
Officers Certificates and Financial Statements. (a) At any time Lessees will deliver, and from time as to time within twenty (20) days following written request by Lessor, Lessee Omega Master Lease Guarantors' Financial Statements and reports will furnish cause each Omega Master Lease Guarantor to Lessor an Officer's Certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications) and the dates to which the Rent has been paid. Any such Officer's Certificate furnished pursuant to this Article may be relied upon by Lessor and any prospective purchaser of the Leased Property.
(b) Lessee will furnish and cause Guarantors to furnish the following statements deliver to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(i) within ninety seventy five (9075) days after the end of each of Lessee's fiscal yearsFiscal Years, a copy Financial Statement for such Lessee and separate financial statements for each Facility occupied by or under the authority of the Statements of Cash Flow for the preceding fiscal year and such Lessee, in each case accompanied by an Officer's Certificate certifying the accuracy of such Financial Statement and Facility financial statements. The financial statements for each Facility shall meet the reporting standards for Financial Statements, except for principals of consolidation;
(ii) within seventy five (75) days after the end of each Lessee's Fiscal Years, together with the Financial Statement required by subsection (i), above, (a) an Officer's Certificate of such Lessee stating that to the best of the signer's knowledge and belief after making due inquiry, such Lessee is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldLease, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if such Lessee shall be is in default to its knowledgedefault, specifying all such defaults, the nature thereof and the steps being taken to remedy the same, andand (b) a certificate from the certified public accountants that prepared the Financial Statement that nothing came to their attention during the course of their audit of such Lessee's Financial Statement that would cause them to believe that there was any default under the Lease;
(iiiii) within ninety seventy-five (9075) days after the end of each yearOmega Master Lease Guarantor's Fiscal Year, audited financial statements of Lessee, the Guarantors a Financial Statement for such Omega Master Lease Guarantor; 77 79 (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iiiiv) within forty-five forty (4540) days after the end of each quarterLessee's fiscal quarters, current quarterly financial statements of reports for such Lessee, together with an Officer's Certificate of such Lessee that such Lessee is not in default of any covenant set forth in Section 8 of this Lease, or if such Lessee shall be in default, specifying all such defaults, the Guarantors nature thereof, and the operations performed in steps being taken to remedy the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and
(iv) within thirty (30) days after the end of each month current operating statements of the Leased Property, including, but not limited to operating statistics, certified to be true and correct by an officer of the Lessee and the Guarantors, as applicable, and
(v) within ten (10) days of receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend such Facility's license or certification, and
(vi) with reasonable promptness, such other information respecting the financial condition and affairs of Lessee and the Guarantors as Lessor may reasonably request from time to time.same;
Appears in 1 contract
Officers Certificates and Financial Statements. (a) 217. Officer's Certificate ---------------------- . At any time and from time to time within twenty upon Lessee's receipt of not less than ten (2010) days following days' prior written request by Lessor, Lessee will shall furnish to Lessor an Officer's Certificate certifying (i) that this Lease is unmodified and in full force and effect (effect, or that this Lease is in full force and effect as modified and setting forth the modifications; (ii) and the dates to which the Rent has been paid; (iii) whether or not, to the best knowledge of Lessee, Lessor is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Lessee may have knowledge; and (iv) responses to such other questions or statements of fact as Lessor, any ground or underlying lessor, any purchaser or any current or prospective Facility Mortgagee shall reasonably request. Lessee's failure to deliver such statement within such time shall constitute an acknowledgement by Lessee that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by Lessor; (y) Lessor is not in default in the performance of any covenant, agreement or condition contained in this Lease; and (z) the other matters set forth in such request, if any, are true and correct. Any such Officer's Certificate certificate furnished pursuant to this Article may be relied upon by Lessor and any current or prospective Facility Mortgagee, ground or underlying lessor or purchaser of the Leased Property.
(b) . 218. Statements ---------- . Lessee will furnish and cause Guarantors to shall furnish the following statements to Lessor, which must be in such form and detail as Lessor may from time to time, but not unreasonably, request:
(i) : 219. within ninety (90) 120 days after the end of each of Lessee's fiscal years, a copy of the Statements audited consolidated balance sheets of Cash Flow Lessee and its consolidated Subsidiaries as of the end of such fiscal year, and related audited consolidated statements of income, changes in common stock and other stockholders' equity and changes in the financial position of Lessee and its consolidated Subsidiaries for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the preceding period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; 220. within 120 days after the end of Lessee's fiscal year years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer's Certificate stating that to the best of the signer's knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease and no condition currently exists that wouldLease, but for the giving of any required notice or expiration of any applicable cure period, constitute an Event of Default, or, if Lessee shall be in default to its knowledgedefault, specifying all such defaults, the nature thereof thereof, and the steps being taken to remedy the same, and
(ii) within ninety (90) days after the end of each year, audited financial statements of Lessee, the Guarantors (excluding Xxxx X. Xxxxxxxxx) and the operations performed in the Facility, prepared by a nationally recognized accounting firm or an independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and statement of income and expenses and changes in cash flow all in accordance with generally accepted accounting principles, and
(iii) within forty-five (45) days after the end of each quarter, current financial statements of Lessee, the Guarantors and the operations performed in the Facility, certified to be true and correct by an officer of Lessee and the Guarantors, as applicable, and
(iv) ; 221. within thirty (30) days after the end of each month current operating for those months occurring from the Commencement Date to three months after the first month in which the average Cash Flow Coverage for the Facility equals or exceeds 1.3 for such month, all consolidated financial reports Lessee produces for reporting purposes and detailed statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for the Leased PropertyFacility; and thereafter within sixty (60) days after the end of each of Lessee's quarters, includingall quarterly consolidated financial reports Lessee produces for reporting purposes and detailed statements of income and detailed operational statistics regarding occupancy rates, but not limited to operating statisticspatient and resident mix and patient and resident rates by type for the Facility; 222. within 120 days after the end of each of Lessee's fiscal years, certified a copy of each cost report, if any, filed with the appropriate governmental agency for the Facility; 223. within thirty (30) days after they are required to be true filed with the SEC, copies of any annual reports and correct by an officer of information, documents and other reports, or copies of such portions of any of the foregoing as the SEC may prescribe, which Lessee and is required to file with the GuarantorsSEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as applicableamended; 224. within three (3) Business Days after Lessee's receipt thereof, and
(v) within ten (10) days copies of receipt, any and all notices (regardless of form) written communications received by Lessee from any and all licensing and/or certifying agencies that the license and/or the Medicare and/or Medicaid certification and/or managed care contract regulatory agency relating to (i) surveys of the Facility is being downgraded for purposes of licensure, Medicare and Medicaid certification and accreditation and (ii) any proceeding, formal or informal, with respect to a substandard categorycited deficiencies with respect to services and activities provided and performed at the Facility, revokedincluding patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, or suspendedthe condition of the Facility, and involving an actual or threatened warning, imposition of a fine or a penalty, or that action is pending suspension, termination or being considered to downgrade to a substandard category, revoke, or suspend such revocation of the Facility's license to be operated in accordance with its Primary Intended Use; 225. [Intentionally Omitted]; 226. immediately upon Lessee's receipt thereof, copies of all material claims, complaints, notices, warnings or certification, and
(vi) asserted violations relating in any way to the Leased Property or Lessee's use thereof; and 227. with reasonable promptness, such other information respecting the financial and operational condition and affairs of Lessee and the Guarantors Facility and the physical condition of the Leased Property and any Capital Addition thereto as Lessor may reasonably request request, in the form of a questionnaire or otherwise, from time to time. 228. Charges ------- . Lessee acknowledges that the failure to furnish Lessor with any of the certificates or statements required by this Article XXV will cause Lessor to incur costs and expenses not contemplated hereunder, the exact amount of which is presently anticipated to be extremely difficult to ascertain. Accordingly, if Lessee fails to furnish Lessor with any of the certificates or statements required by this Article XXV, Lessee shall pay to Lessor upon demand $1,000 for each such failure as Additional Charges. The parties agree that this charge represents a fair and reasonable estimate of the costs that Lessor will incur by reason of Lessee's failure to furnish Lessor with such certificates and statements. 229. 230. Lessor's Right to Inspect and Show the Leased Property and Capital ----------------------------------------------------------------------- Additions ----- . Lessee shall permit Lessor and its authorized representatives to inspect the Leased Property and any Capital Addition thereto during usual business hours and on reasonable notice subject to any security, health, safety or confidentiality requirements of Lessee or any Legal Requirement or Insurance Requirement. 231. 232. No Waiver ---------- . No failure by Lessor to insist upon the strict performance of any term hereof or to exercise any right, power or remedy hereunder and no acceptance of full or partial payment of Rent during the continuance of any default or Event of Default shall constitute a waiver of any such breach or of any such term. No waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach. 233. 234. Remedies Cumulative -------------------- . Each legal, equitable or contractual right, power and remedy of Lessor now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Lessor of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor of any or all of such other rights, powers and remedies. 235. 236. Acceptance of Surrender ------------------------- . No surrender to Lessor of this Lease or of the Leased Property or any part thereof or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Lessor and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender. 237. 238. No Merger ---------- . There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (i) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (ii) the fee estate in the Leased Property. 239. 240. Conveyance by Lessor ---------------------- . If Lessor or any successor owner of the Leased Property shall convey the Leased Property other than as security for a debt, Lessor or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of the Lessor under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner. 241. 242. Quiet Enjoyment ---------------- . So long as Lessee shall pay the Rent as the same becomes due and shall fully comply with all of the terms of this Lease and fully perform its obligations hereunder, Lessee shall peaceably and quietly have, hold and enjoy the Leased Property for the Term, free of any claim or other action by Lessor or anyone claiming by, through or under Lessor, but subject to all liens and encumbrances of record as of the date hereof, or the Commencement Date or created thereafter as permitted hereunder or thereafter consented to by Lessee. No failure by Lessor to comply with the foregoing covenant shall give Lessee any right to cancel or terminate this Lease or xxxxx, reduce or make a deduction from or offset against the Rent or any other sum payable under this Lease, or to fail to perform any other obligation of Lessee hereunder. Notwithstanding the foregoing, Lessee shall have the right, by separate and independent action to pursue any claim it may have against Lessor as a result of a breach by Lessor of the covenant of quiet enjoyment contained in this Article. 243.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
