Special Operating Covenant. As a material consideration to Seller for the conveyance of the Owned Real Property and Assets pursuant to this Agreement, Purchaser covenants for itself and its successors and assigns to use and operate the Owned Real Property and Assets exclusively for the purpose of operation of a general acute care hospital with basic emergency medical services (consistent with Cal. Code Regs. tit. 22 § 70413, as may be amended, replaced, deleted, or supplemented from time-to-time) for a minimum of twenty (20) years after the Closing Date (the “Special Operating Covenant”), except to the extent prevented from doing so as a result of and during the occurrence of an Unavoidable Delay. The parties understand and agree that Xxxxxxxxx’s performance of the Special Operating Covenant is of significant importance to Seller in ensuring that the Owned Real Property and non-removable Personal Property are operated for the benefit of the communities served by Seller, and that such obligation continue and be uninterrupted except as specifically provided herein. For purpose of this Section 11.4, “Unavoidable Delay” means prevent from or delay in performing the Special Operating Covenant by reason of any act of God, fire, earthquake, pandemic or epidemic, industry-wide strikes, labor troubles or other union activities (but only to the extent such actions affect similar premises not owned or operated by Purchaser or any of Purchaser’s affiliates at that time and do not result from an act or omission of the Purchaser), the Purchaser’s inability to obtain required labor or materials after commercially reasonable efforts to do so, litigation (that does not result from an act or omission of the Purchaser), loss, accidents, Laws, governmental preemption, war, or riots, or other cause (except Purchaser’s financial inability or illiquidity) not the fault of Purchaser or within Purchaser’s reasonable control, despite such Purchaser’s reasonable diligent efforts to mitigate, remediate and/or remove such cause or event. Unavoidable Delay shall exclude any delay cause by or related to COVID-19 or any delay caused by Purchaser’s financial condition or insolvency. As a result of an Unavoidable Delay, the time for compliance with the Special Operating Covenant will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that no Unavoidable Delay shall continue for a period in excess of one (1) year (individ...
Special Operating Covenant. As a material consideration to GRANTOR for the conveyance of the Property, GRANTEE covenants for itself, and its assigns and every successor in interest to the Property, or any part thereof that for a minimum of twenty (20) years after the recordation of this Deed (the “Covenant Period”), GRANTEE will use and operate the Property exclusively for the purpose of operating a general acute hospital with basic emergency medical services (consistent with Cal. Code Regs. tit. 22 § 70413, as may be amended, replaced, deleted, or supplemented from time-to-time) (the “Special Operating Covenant”), except to the extent prevented from doing so as a result of and during the occurrence of an Unavoidable Delay. For purpose of this Special Operating Covenant, “
