Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever; (b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither Lessee nor Guarantor is aware, to the best of its knowledge and belief, that any such proceeding is contemplated; (c) The Leased Property has not been damaged by any Casualty. To the extent the same halve either been constructed or are located on the Land, the Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design; (d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use; (e) All building facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be located upon the Leased Property and all real property and personal property currently utilized by Lessee will be included within the definition of the Leased Property or the Collateral; (f) The Leased Property abuts on and has direct vehicular access to a public road or access t& a public road via permanent, irrevocable, appurtenant easements; (g) Each parcel comprising a portion of the Land constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property; (h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property: (i) in sufficient supply and capacity; (ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o the Facility); and (iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of Lessor to be readily obtainable; and (i) Neither Lessee nor Guarantor has made any structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any Leased improvement, added an additional story to any Leased Improvement, decreased the amount of parking available at the Facility or otherwise involved any alteration which would be regulated by applicable zoning requirements.
Appears in 1 contract
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither Lessee nor Guarantor is not aware, to the best of its Lessee's knowledge and belief, that any such proceeding is contemplated;
(c) The No part of the Collateral or the Leased Property has not been damaged by any Casualty. To the extent the same halve either been constructed fire or are located on the Land, the Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or designother casualty;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(e) All building Upon the Conversion Date, all buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be located upon the Leased Property and all real property and personal property currently utilized by Lessee will be included within the definition of the Leased Property or the Collateral;
(f) The Upon the Conversion Date the Leased Property abuts shall abut on and has have direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel parcel(s) for real estate tax purposes separate from any real property that does not constitute a portion of the Leased Property and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(i) in sufficient supply and capacity;
(ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o of the Facility); and
(iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of Lessor to be readily obtainable; and
(i) Neither Lessee nor Guarantor has made any structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any Leased improvement, added an additional story to any Leased Improvement, decreased the amount of parking available at the Facility or otherwise involved any alteration which would be regulated by applicable zoning requirements.
Appears in 1 contract
Property Matters. (aA) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever, subject to the Permitted Exceptions;
(bB) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither the Lessee nor Guarantor is not aware, to the best of its the Lessee's knowledge and belief, that any such proceeding is contemplated;
(cC) The No part of the Collateral or the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property Fixtures and Tangible Personal Property are [AND, UPON COMPLETION OF THE CONSTRUCTION OF THE RENOVATIONS, WILL BE] in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(eD) All building buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are [AND, UPON COMPLETION OF THE CONSTRUCTION OF THE RENOVATIONS, WILL BE] located upon the Leased Property and all real property and personal property currently utilized by the Lessee will be is included within the definition of the Leased Property or the Collateral;
(fE) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(gF) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(hG) All utilities necessary for the use and operation of the Facility are [AND, UPON COMPLETION OF THE CONSTRUCTION OF THE RENOVATIONS, WILL BE] available to the lot lines of the Leased Property:
(iI) in sufficient supply and capacity;
(iiII) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the [CONSTRUCTION OF THE RENOVATIONS OR THE] operation o of the Facility); and
(iiiIII) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of the Lessor to be readily obtainable; and
(iH) Neither Except as may be shown on the survey of the Leased Property that has been reviewed and approved by the Lessor, the Lessee nor Guarantor has made any no structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any of the Leased improvementImprovements, added an additional story to any of the Leased ImprovementImprovements, decreased the amount of parking available at on the Facility Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirements.
Appears in 1 contract
Samples: Facility Lease Agreement (Alternative Living Services Inc)
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and the Lessee shall warrant and anal defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever, subject to the Permitted Encumbrances;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither the Lessee nor Guarantor is not aware, to the best of its the Lessee's knowledge and belief, that any such proceeding is contemplated;
(c) The No part of the Collateral or the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property Fixtures and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact uponAll buildings, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(e) All building facilities and other improvements necessary, both legally and practically;, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by Lessee will be included within the definition of the Leased Property or the Collateral;
(f) The Leased Property abuts on and has direct vehicular access to a public road or access t& a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion of the Land constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(i) in sufficient supply and capacity;
(ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o the Facility); and
(iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of Lessor to be readily obtainable; and
(i) Neither Lessee nor Guarantor has made any structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any Leased improvement, added an additional story to any Leased Improvement, decreased the amount of parking available at the Facility or otherwise involved any alteration which would be regulated by applicable zoning requirements.Leased
Appears in 1 contract
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the 43 execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and Lessee shall warrant and defend LessorXxxxxx's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither Lessee nor Guarantor Xxxxxx is not aware, to the best of its Xxxxxx's knowledge and belief, that any such proceeding is contemplated;
(c) The No part of the Collateral or the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property Improvements are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(e) All building buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by Lessee will be Xxxxxx is included within the definition of the Leased Property or the Collateral;
(f) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel parcel(s) for real estate tax purposes separate from any real property that does not constitute a portion of the Leased Property and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
; (h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(i) in sufficient supply and capacity;
(ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o of the Facility); and
(iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of Lessor to be readily obtainable; and
(i) Neither Lessee nor Guarantor has made any no structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any of the Leased improvementImprovements, added an additional 44 story to any of the Leased ImprovementImprovements, decreased the amount of parking available at on the Facility Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirements, in each case without the express written consent of Lessor. Except for matters which have been disclosed to Lessor or concerning which Lessor has independent actual knowledge, Lessee has no actual knowledge of any such structural alteration or improvement made to any of the Leased Improvements during the last ten (10) years and has no knowledge of any such structural alteration or renovation made to any of the Leased Improvements or any such decrease in parking during such period.
Appears in 1 contract
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither the Lessee nor Guarantor is not aware, to the best of its the Lessee's knowledge and belief, that any such proceeding is contemplated;
(c) The No part of the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property Improvements are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(e) All building buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by the Lessee will be is included within the definition of the Leased Property or the CollateralProperty;
(f) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(i) in sufficient supply and capacity;
(ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o of the Facility); and
(iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of the Lessor to be readily obtainable; and
(i) Neither The Lessee nor Guarantor has made any no structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any of the Leased improvementImprovements, added an additional story to any of the Leased ImprovementImprovements, decreased the amount of parking available at on the Facility Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirementsrequirements and the Lessee has no actual knowledge of any such structural alteration or improvement made to any of the Leased Improvements during the last ten (10) years and has no knowledge of any such structural alteration or renovation made to any of the Leased Improvements or any such decrease in parking during such period.
Appears in 1 contract
Samples: Development and Turnkey Services Agreement (Standish Care Co)
Property Matters. (a) The Leased Subject to Section 8.20 and the Buyer's approval of the Blue Xxxx Permitted Encumbrances and the Richmond Permitted Encumbrances, the Xxxxxxxxxx Permitted Encumbrances and the West Bloomfield Hills Permitted Encumbrances, the Property is free and clear of agreements, covenants all Liens and LiensLeases, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither Lessee nor Guarantor is aware, to the best of its knowledge and belief, that any such proceeding is contemplated;
(c) The Leased Property has not been damaged by any CasualtyEncumbrances. To the extent the same halve either been constructed or are located on the Land, the Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the its Primary Intended Use;
. There is no Condemnation or similar proceeding pending with respect to or affecting any portion of the Property and the Seller is not aware, to the best of the Seller's knowledge and belief, that any such proceeding is contemplated. No part of the Property has been damaged by any Casualty. The Naples Facility and the Carmel Facility will be maintained in good operating condition and repair, ordinary wear and tear excepted (e) but, damage from any Casualty expressly not excepted), free from known defects in construction or design. Upon the completion of the construction of the Development Projects in accordance with the Project Plans, the terms hereof and the terms of the Development Agreements, the Development Projects will be maintained in good operating condition and repair, ordinary wear and tear excepted (but, damage from any Casualty expressly not excepted), free from known defects in construction or design. All building facilities buildings and other improvements necessary, both legally and practically, for the proper and efficient operation of the Naples Facility will are located upon the Real Property demised under the Naples Lease. The Naples Property constitutes all real and personal property required, both legally and practically, for the operation of the Naples Facility as contemplated by the terms of this Agreement and the Naples Lease Documents. All buildings and other improvements necessary, both legally and practically, for the operation of the Carmel Facility are located upon the Real Property demised under the Carmel Lease. The Carmel Property constitutes all real and personal property required, both legally and practically, for the operation of the Carmel Facility as contemplated by the terms of this Agreement and the Carmel Lease Documents. Upon the completion of construction of each Development Project in accordance with the Project Plans, the terms of this Agreement and the terms of the Development Agreements, (a) all buildings and other improvements necessary, both legally and practically, for the operation of such Development Project shall be located upon the Leased portion of the Real Property relating thereto and (b) the portion of the Property relating to such Development Project shall constitute all real property and personal property currently utilized by Lessee will be included within required, both legally and practically, for the definition operation of the Leased applicable Development Project as contemplated by the terms of this Agreement and the applicable Lease Documents or Future Financing Documents. As of the date hereof, the Seller (i) has good, marketable and, subject to the terms of the Existing Leases, indefeasible leasehold title to all of the Real Property, excluding the Blue Xxxx Real Property, the Richmond Real Property, the Xxxxxxxxxx Real Property and the West Bloomfield Hills Real Property, free and clear of all Liens other than the Permitted Encumbrances relating thereto, (ii) has the right to acquire good, marketable and indefeasible title to the Blue Xxxx Real Property in accordance with the terms of the Blue Xxxx Purchase Agreement, free and clear of all Liens other than the Permitted Encumbrances relating thereto, (iii) has the right to acquire good, marketable and indefeasible title to the Richmond Real Property in accordance with the terms of the Richmond Purchase Agreement, free and clear of all Liens other than the Permitted Encumbrances relating thereto, (iv) has the right to acquire good, marketable and indefeasible title to the Xxxxxxxxxx Real Property in accordance with the terms of the Xxxxxxxxxx Purchase Agreement, free and clear of all Liens other than the Permitted Encumbrances relating thereto and (v) has the right to acquire good, marketable and indefeasible title to the West Bloomfield Hills Real Property in accordance with the terms of the West Bloomfield Hills Purchase Agreement, free and clear of all Liens other than the Permitted Encumbrances relating thereto. As of the applicable Closing Date involving the acquisition of all of the equity interests in any Single Purpose Entity by the Buyer pursuant to this Agreement, such Single Purpose Entity shall have good, marketable and indefeasible (x) fee title to any portion of the Real Property owned by such Single Purpose Entity or (y) subject to the Collateral;
(f) terms of any applicable Facility Lease, leasehold title to the Real Property demised to the Single Purpose Entity under the Facility Lease to which such Single Purpose Entity is a party, in either case, free and clear of all Liens other than the Permitted Encumbrances relating thereto. As of any Closing Date involving any Real Property owned by the Seller, the Seller shall have good, marketable and indefeasible fee title to such portion of the Real Property, free and clear of all Liens other than the Permitted Encumbrances relating thereto. As of any Closing Date involving any Facility demised to the Seller pursuant to any Facility Lease, the Seller shall have good, marketable and, subject to the terms of any such Facility Lease, indefeasible leasehold title to the Real Property which is the subject of such Facility Lease, free and clear of all Liens other than the Permitted Encumbrances relating thereto. The Leased Real Property abuts on and has direct vehicular access to a public road or has access t& to a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion . All of the Land Real Property other than the Blue Xxxx Real Property constitutes a separate parcel parcels for real estate tax purposes and other than the parcel of land that currently includes the Blue Xxxx Real Property, no portion of any real property that does not constitute a portion of the Leased Real Property is part of the same tax parcel as any part of the Leased Property;
(h) . As of the Blue Xxxx Closing, no portion of any real property that does not constitute the Blue Xxxx Real Property shall be part of the same tax parcel as the Blue Xxxx Real Property. All utilities necessary for the use and operation of the Facility Existing Facilities are available to the lot lines of the Leased Property:
Existing Facilities: (iA) in sufficient supply and capacity;
; (iiB) through validly created and existing easements of record appurtenant to or encumbering the Leased portion of the Real Property upon which the Existing Facilities are located (which easements shall not impede or restrict the operation o of the FacilityExisting Facilities); and
and (iiiC) without need for any Permits and/or and Contracts required to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown shown, to the satisfaction of Lessor the Buyer, to be readily obtainable. Prior to the completion of any Development Project, all utilities necessary for the use and operation of such Development Project shall be available to such Development Project: (I) in sufficient supply and capacity; and
(iII) Neither Lessee nor Guarantor has made any structural alterations through validly created and existing easements of record appurtenant to or improvements to any encumbering the portion of the Leased Improvements that changed Real Property upon which such Development Project is located (which easements shall not impede or restrict the foot-print construction and operation of the applicable Development Project in accordance with the applicable Project Plans, the terms of this Agreement and the terms of the applicable Development Agreement); and (III) without need for any Leased improvementPermits and Contracts required to be issued by or entered into with any Governmental Authority, added an additional story except as already obtained or executed, as the case may be, or as otherwise shown, to any Leased Improvementthe satisfaction of the Buyer, decreased the amount of parking available at the Facility or otherwise involved any alteration which would to be regulated by applicable zoning requirementsreadily obtainable.
Appears in 1 contract
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither the Lessee nor Guarantor is not aware, to the best of its the Lessee's knowledge and belief, that any such proceeding is contemplated;
(c) The No part of the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property Improvements are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(e) All building buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by the Lessee will be is included within the definition of the Leased Property or the CollateralProperty;
(f) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(i) in sufficient supply and capacity;
(ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o the Facility); and
(iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of Lessor to be readily obtainable; and
(i) Neither Lessee nor Guarantor has made any structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any Leased improvement, added an additional story to any Leased Improvement, decreased the amount of parking available at the Facility or otherwise involved any alteration which would be regulated by applicable zoning requirements.
Appears in 1 contract
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and LiensLiens to which this Lease is expressly subject, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
; (b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither Lessee nor Guarantor is not aware, to the best of its Lessee's knowledge and belief, that any such proceeding is contemplated;
; (c) The No part of the Collateral or the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property Improvements are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
; (d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, 53 in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
; (e) All building buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by Lessee will be is included within the definition of the Leased Property or the Collateral;
; (f) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
; (g) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel parcel(s) for real estate tax purposes separate from any real property that does not constitute a portion of the Leased Property and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
; (h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
: (i) in sufficient supply and capacity;
; (ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o of the Facility); and
and (iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of Lessor to be readily obtainable; and
and (i) Neither Lessee nor Guarantor has made any no structural alterations or improvements to any of the Leased Improvements that changed the foot-foot- print of any of the Leased improvementImprovements, added an additional story to any of the Leased ImprovementImprovements, decreased the amount of parking available at on the Facility Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirements., in each case without the express written consent of Lessor. Except for matters which have been disclosed to Lessor or concerning which Lessor has independent actual knowledge, Lessee has no actual knowledge of any such structural alteration or improvement made to any of the Leased Improvements during the last ten ( 10) years and has no knowledge of any such structural 54
Appears in 1 contract
Property Matters. 50
(aA) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever, subject to the Permitted Exceptions;
(bB) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither the Lessee nor Guarantor is not aware, to the best of its the Lessee's knowledge and belief, that any such proceeding is contemplated;
(cC) The No part of the Collateral or the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property Fixtures and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(eD) All building buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by the Lessee will be is included within the definition of the Leased Property or the Collateral;
(fE) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(gF) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(hG) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(iI) in sufficient supply and capacity;
(iiII) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o of the Facility); and
(iiiIII) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of the Lessor to be readily obtainable; and
(iH) Neither Except as may be shown on the survey of the Leased Property that has been reviewed and approved by the Lessor, the Lessee nor Guarantor has made any no structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any of the Leased improvementImprovements, added an additional story to any of the Leased ImprovementImprovements, decreased the amount of parking available at on the Facility Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirements.
Appears in 1 contract
Samples: Facility Lease Agreement (Alternative Living Services Inc)
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof hereof, including, without limitation, the First Leasehold Mortgage and the Second Leasehold Mortgage (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither Lessee nor Guarantor is not aware, to the best of its Lessee's knowledge and belief, that any such proceeding is contemplated;
(c) The To the actual knowledge of Lessee, no part of the Collateral or the Leased Property has not been damaged by any Casualty. To the extent the same halve either been constructed fire or are located on the Land, the Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or designother casualty;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(e) All building Upon the completion of construction of the Project, all buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by Lessee will be is included within the definition of the Leased Property or the Collateral;
(f) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;; and
(h) All Prior to the completion of construction of the Project, all utilities necessary for the use and operation of the Facility are will be available to the lot lines of the Leased Property:
(i) in sufficient supply and capacity;
(ii) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the construction of the Project or the operation o of the Facility); and
(iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of Lessor to be readily obtainable; and
(i) Neither Lessee nor Guarantor has made any structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any Leased improvement, added an additional story to any Leased Improvement, decreased the amount of parking available at the Facility or otherwise involved any alteration which would be regulated by applicable zoning requirements.
Appears in 1 contract
Property Matters. (aA) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever, subject to the Permitted Exceptions;
(bB) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither the Lessee nor Guarantor is not aware, to the best of its the Lessee's knowledge and belief, that any such proceeding is contemplated;
(cC) The No part of the Collateral or the Leased Property has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the The Leased Improvements, Fixtures, Lessor's Personal Property Fixtures and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(eD) All building buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be are located upon the Leased Property and all real property and personal property currently utilized by the Lessee will be is included within the definition of the Leased Property or the Collateral;
(fE) The Leased Property abuts on and has direct vehicular access to a public road or access t& to a public road via permanent, irrevocable, appurtenant easements;
(gF) Each parcel comprising a portion of the Land The Leased Property constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(hG) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(iI) in sufficient supply and capacity;
(iiII) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation o of the Facility); and
(iiiIII) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the satisfaction of the Lessor to be readily obtainable; and
(iH) Neither Since the initial construction of the Facility, except as may be shown on the survey of the Leased Property that has been reviewed and approved by the Lessor, the Lessee nor Guarantor has made any no structural alterations or improvements to any of the Leased Improvements that changed the foot-print of any of the Leased improvementImprovements, added an additional story to any of the Leased ImprovementImprovements, decreased the amount of parking available at on the Facility Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirements. THIRD PARTY PAYOR AGREEMENTS.
(A) The Lessee or the Facility is fully qualified as a provider of services under and participates in all Third Party Payor Programs and referral programs as is necessary for the prudent operation of the Facility in the Lessee's good faith exercise of commercially reasonable business judgment.
(B) Attached hereto as EXHIBIT D is a list of national accounts and local discount agreements, which constitute all of the agreements between the Lessee or the Facility, on the one hand, and Third Party Payors on the other hand, pursuant to which the Lessee or the Facility agrees to provide services based on a discount factor from the rates regularly charged for services rendered by the Lessee or the Facility.
(C) No member of the Leasing Group, nor the Facility has any rate appeal currently pending before any Governmental Authority or any administrator of any Third Party Payor Program or any other referral source other than such appeals which, if determined adversely to any member of the Leasing Group or the Facility would not have a materially adverse effect, either singly or in the aggregate, on the financial condition of any member of the Leasing Group or the Facility.
(D) All cost reports and financial reports submitted to any Third Party Payor with respect to the Facility by any member of the Leasing Group have been materially accurate and complete and have not been misleading in any material respect. As a result of any audits by any Third Party Payor, there are no related recoupment claims made or contests pending or threatened other than such recoupment claims or contests which, if determined adversely to any member of the Leasing Group or the Facility, would not have a materially adverse effect, either singly or in the aggregate, on the financial condition of any member of the Leasing Group or the Facility. As of the date hereof, no cost reports for the Facility remain open or unsettled other than those listed on EXHIBIT E.
Appears in 1 contract
Samples: Facility Lease Agreement (Alternative Living Services Inc)
Property Matters. (a) A. The Leased Mortgaged Property is free and clear of agreements, covenants all Liens and LiensLeases (other than Residence Agreements), except (i) those agreements, covenants and Liens to which this Lease is the Mortgage and the Loan Documents are expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease)D, or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrancesEncumbrances") and (ii) the Liens that were listed on the UCC lien search results delivered to the Lender at or prior to the execution and delivery of this Loan Agreement (and that were not required to be terminated as a condition of the execution and delivery of this Loan Agreement); and Lessee the Borrower shall warrant and defend Lessor's title to the Leased Mortgaged Property against any and all claims and demands of every kind and nature whatsoever;.
(b) B. There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, Mortgaged Property and neither Lessee nor Guarantor the Borrower is not aware, to the best of its the Borrower's knowledge and belief, that any such proceeding is contemplated;
(c) The Leased Property C. To the actual knowledge of the Borrower, no part of the Collateral has not been damaged by any Casualtyfire or other casualty. To the extent the same halve either been constructed or are located on the Land, the Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property are Each Facility is in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) D. None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Mortgaged Property in accordance with the its Primary Intended Use;
(e) E. All building facilities buildings and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be Facilities are located upon the Leased Mortgaged Property and all real property and personal property currently utilized by Lessee will be the Borrower in connection with the ownership and operation of the Facilities is included within the definition of the Leased Mortgaged Property or and is subject to the CollateralLiens created by the Mortgage;
(f) F. The Leased Borrower has good, marketable and indefeasible title to the entire Real Property in fee simple, has absolute unencumbered title to the Personal Property, and has good right and full power to assign, grant, bargain, sell, mortgage, transfer and convey the Mortgaged Property; and
G. Each lot comprising a portion of the Mortgaged Property on which a Facility is located abuts on and has direct vehicular access to a public road or has access t& to a public road via permanent, irrevocable, appurtenant easements;
(g) H. Each parcel lot comprising a portion of the Land Mortgaged Property on which a Facility is located constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Mortgaged Property is part of the same tax parcel as any part of the Leased Mortgaged Property;
(h) I. All utilities necessary for the use and operation of the each Facility are available to the lot lines of that portion of the Leased PropertyMortgaged Property on which each such Facility is located:
(i) in sufficient supply and capacity;
(ii) through validly created and existing easements of record appurtenant to or encumbering that portion of the Leased Mortgaged Property on which such Facility is located (which easements shall not impede or restrict the operation o the of any Facility); and
(iii) without need for any Permits and/or and Contracts required to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown shown, to the satisfaction of Lessor the Lender, to be readily obtainable; and.
(i) Neither Lessee nor Guarantor J. The Borrower has made any no structural alterations or improvements renovations to any of the Leased Improvements Facility that changed altered the foot-print of any Leased improvementImprovement, added an additional story to any Leased Improvement, decreased the amount of parking available at on the Facility Mortgaged Property or otherwise involved any alteration which that would be regulated by applicable zoning requirementsor other land use requirements during the immediately preceding ten years (10) years and has no knowledge of any such structural alteration or renovation made to any Facility or decrease in parking during such period.
Appears in 1 contract
Samples: Loan Agreement (Balanced Care Corp)
