Common use of Statements Clause in Contracts

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 2 contracts

Sources: Master Lease and Security Agreement (Brookdale Senior Living Inc.), Master Lease and Security Agreement (Hcp, Inc.)

Statements. Lessee Tenant shall furnish the following statements (each a “Financial Statement” and collectively the “Financial Statements”) to LessorLandlord: (ai) within one hundred twenty as soon as available and in no event later than ninety (12090) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy of the its audited consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders’ equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal yearFiscal Year, and related audited setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements of income, changes present fairly in common stock and other stockholders’ equity and changes in all material respects the financial position condition and results of Lessee, operations of Tenant and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout and the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement applicable requirements of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)Regulation S-X; (bii) within as soon as available and in no event later than forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person)first three Fiscal Quarters of each Fiscal Year, (i) a copy of the unaudited its consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders’ equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal quarterFiscal Quarter and the then elapsed portion of the Fiscal Year, and related unaudited consolidated statementssetting forth in each case in comparative form the figures for the corresponding period or periods of (or, changes in common stock and other stockholders’ equity and changes in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial Officer of Tenant as presenting fairly in all material respects the financial position condition and results of Lessee, Guarantor operations of Tenant and their respective its consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout and the applicable periodrequirements of Regulation S-X, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently with any delivery of financial statements under clause (i) or (ii) above, a certificate of a Financial Officer of Tenant certifying as to whether a default has occurred under this Master Lease and, if a default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and (iv) within one hundred twenty sixty (12060) days after the beginning of each Fiscal Year, a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of each and for such Fiscal Year and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of Lessee’s and Guarantor’s fiscal years, and together with such budget approved by the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that to the best board of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance directors of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the sameTenant; (dv) within twenty (20) days promptly after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereofsame become publicly available, copies of all material written communications received periodic and other reports, proxy statements and other materials filed by Lessee from Tenant or any regulatory agency relating to of its Subsidiaries with the SEC or with any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenancenational securities exchange, or distributed by Tenant to its shareholders generally, as the condition case may be; and (vi) prompt Notice to Landlord of each Facilityany action, and involving an actual proposal or threatened warning, imposition of a material fine investigation by any agency or a penaltyentity, or suspensioncomplaint to such agency or entity, termination (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or revocation suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies the Primary Intended Use of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) the physical condition portion 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionProperty. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 2 contracts

Sources: Master Lease (Windstream Services, LLC), Master Lease (Communications Sales & Leasing, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending [December 31, 201 ]) or concurrently with the filing by Tenant’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending [December 31, 201 ]); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending [ , 201 ]) or concurrently with the last fiscal quarter during any fiscal year filing by Tenant’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of Tenant’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following Landlord’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. Tenant also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 2 contracts

Sources: Merger Agreement (PNK Entertainment, Inc.), Merger Agreement (Pinnacle Entertainment Inc.)

Statements. Lessee Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month; (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to Lessorfairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses, and (C) PACE reports, in the form attached hereto as Exhibit I. (ii) As to Tenant: (a) annual financial statements audited by Tenant’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for Tenant, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of Tenant and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of Tenant and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of Tenant certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within one hundred twenty ninety (12090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for Tenant, together with a certificate, executed by the chief financial officer or treasurer of Tenant (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of Lesseethe first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018); and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to Guarantor: (a) annual financial statements audited by Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared Accountant in accordance with GAAP applied on covering such Fiscal Year and containing statement of profit and loss, a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated and statement of incomecash flows for Guarantor, together with (1) a single audited report thereon by such Accountant which report shall be unqualified as to scope of audit of Guarantor and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position of Guarantor and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of Guarantor certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be required under this Section 25.1.2(a); provided within ninety (b) within forty-five (4590) days after the end of each fiscal quarter Fiscal Year (other than commencing with the last fiscal quarter during any fiscal year Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for Guarantor, changes together with a certificate, executed by the chief financial officer or treasurer of Guarantor (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, operations of Guarantor and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes), all of which shall be provided (cx) within one hundred twenty sixty (12060) days after the end of each of Lessee’s the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018); and (c) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or if Lessee shall be local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in defaulteach case of clause (i), specifying all such defaults(ii) and (iii), the nature thereof, and the steps being taken subject to remedy the same;Section 23.1(c) below. (d) within twenty Notwithstanding anything to the contrary contained in this Section 23.1, CRC shall be relieved of its obligations to provide any of the reports in the foregoing clauses so long as (201) CEC (or other parent entity of CRC) reports CEC’s (or such other entity’s) audited financial statements on a consolidated basis and (2) such financial statements are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to CEC (or such other parent entity), on the one hand, and the information relating to CRC and its subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by an officer of CRC as having been fairly presented in all material respects. (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the prior Lease Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, Facility level statements a schedule containing any additions to or retirements of income any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and detailed operational statistics regarding occupancy ratesany improvements thereto, patient substantially in the form attached hereto as Exhibit D, and resident mix such additional customary and patient and resident rates reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by type Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for each Facility for each such calendar monthpropco-opco separation used as of the Commencement Date; (evii) upon request by Lessor Within three (but not more frequently than once each fiscal year 3) Business Days of Lessee)obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies giving of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, notice or the condition passage of each Facility, time would ripen into a Tenant Event of Default and involving an actual that (individually or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, collectively would be reasonably likely expected to have result in a material adverse effect on the continued operation, Tenant or in accordance with the terms of this Lease, respect of the subject Facility(iesFacility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (hviii) with Such additional customary and reasonable promptness, such other financial information respecting (i) related to the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, Tenant, CRC and their Affiliates which shall be limited to balance sheets and income statements, as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3 (ii) the physical condition of the Leased Property and, without limitation, all information concerning Tenant, CRC and any Capital Additions and (iii) any suspected Transferof their Affiliates, including respectively, or the then equity Facility or voting ownership in Lessee or in any Controlling Person(s), in each case as Lessor may reasonably request, in the form business of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted Tenant conducted thereat required pursuant to a request for confidential treatment filed separately with the Securities Fee Mortgage Documents, within the applicable timeframes required thereunder); (ix) The compliance certificates, as and Exchange Commissionwhen required pursuant to Section 4.3; and (x) The Annual Capital Budget as and when required in Section 10.5. (ixi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for each Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably promptly following Lessor’s request thereforpossible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of all Required Governmental Approvals Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for each any prior periods required thereunder), if and to the extent such Facility compliance with federal securities laws, including Regulation S-X (providedand for any prior periods required thereunder), howeveris required to enable Landlord, that Lessee shall have no obligation PropCo 1, PropCo or Landlord REIT to separately deliver copies of any (x) file such Required Governmental Approvals Financial Statements with the SEC if and to the extent that Lessor then has access Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a web-based system maintained financing contemplated by Lessee that contains copies of such Required Governmental Approvalsand to the extent required by Section 23.2(b).

Appears in 2 contracts

Sources: Lease Agreement (CAESARS ENTERTAINMENT Corp), Lease Agreement (Vici Properties Inc.)

Statements. Lessee Tenant shall furnish or cause to be furnished the following statements to LessorLandlord: (i) As to each SPE Tenant: (a) within one hundred twenty ninety (12090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017), but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline, annual financial statements audited by an Accountant in accordance with GAAP covering such Fiscal Year and containing a statement of profit and loss, a balance sheet, and a statement of cash flows for such SPE Tenant; and (b) within sixty (60) days after the end of each of Lesseethe first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018), but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline, such SPE Tenant’s quarterly unaudited financial statements, consisting of a statement of profit and Guarantor’s fiscal yearsloss, a copy balance sheet, and a statement of cash flows, in each case, with respect to such financial statements, to the audited consolidated balance sheets of Lesseeextent required as an Additional Fee Mortgagee Requirement, Guarantor and their respective consolidated Subsidiaries as of together with a certificate, executed by the end chief financial officer or treasurer of such fiscal yearSPE Tenant, and related audited consolidated certifying that such financial statements of incomefairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, operations of such SPE Tenant and its Subsidiaries on a consolidated Subsidiaries and Guarantor for such fiscal year, prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject, in the period involvedcase of quarterly financial statements, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee normal year-end audit adjustments and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement absence of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(afootnotes); (bii) As to CEOC: (A) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within forty-five ninety (4590) days after the end of each fiscal quarter Fiscal Year (other commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than the last fiscal quarter during any fiscal year five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (B) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for CEOC, changes together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of CEOC and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes), all of which shall be provided (cx) within one hundred twenty sixty (12060) days after the end of each of Lesseethe first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (C) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or if Lessee shall be local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in defaulteach case of clause (i), specifying all such defaults(ii) and (iii), the nature thereof, and the steps being taken subject to remedy the sameSection 23.1(c) below; (diii) As to ERI: (A) annual financial statements audited by ERI’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for ERI, including the report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within twenty ninety (2090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (B) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for ERI, together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of ERI and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (C) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to each Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of any Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of any Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to any Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, ERI and any of their Affiliates, respectively, or any Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3. Without limitation of the foregoing, Tenant will furnish, or cause to be furnished, to Landlord on or before twenty-five (25) days after the end of each calendar month the following items as they pertain to each SPE Tenant: (A) a rent roll for the subject month, Facility level an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month; (B) monthly and year-to-date operating statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type prepared for each Facility for calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of each SPE Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses; and (C) PACE reports, in the form attached hereto as Exhibit I; (eix) upon request by Lessor The compliance certificates, as and when required pursuant to Section 4.3; (but not more frequently than once each fiscal year of Lesseex) The Annual Capital Budget as and when required in Section 10.5(d); (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(c); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a copy summary of all leasing activity then taking place at each cost report filed with the appropriate governmental agency Facility; (xiii) Operating budget for each Facility SPE Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (provided55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), however, such further detailed information reasonably available to Tenant with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred SPE Tenant as may be reasonably requested by Lessee in complying with such request)Landlord; (fxv) promptly upon Lessee’s receipt thereof, copies The quarterly reporting in respect of all material written communications received by Lessee from any regulatory agency relating Bookings required pursuant to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 Section 22.7 of each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approvalthis Lease; (gxvi) promptly upon Lessee’s The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the receipt thereof; (xx) On an annual basis, copies a detailed reconciliation of all claimsthe financial information being provided to Landlord pursuant to clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, reportswhich reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above; and (xxi) In connection with any Fee Mortgagee Securitization, complaintsTenant shall, noticesupon the written request of Landlord: (A) at the sole cost and expense of Landlord, warnings or asserted violations relating reasonably cooperate with Landlord in any way providing information with respect to the Leased Property or any Capital Additions or Lessee’s use portion thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); Tenant or its Affiliates (h) with reasonable promptness, such other information respecting excluding (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facilitymaterial non-public information, (ii) the physical condition of the Leased Property and any Capital Additions Competitively Sensitive Information, 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, in the form of a questionnaire or otherwise, from time information subject to timebona fide confidentiality restrictions; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee the information described on Exhibit M shall have no obligation to separately deliver copies not be so excluded even if such information qualifies within clauses (i), (ii) or (iii) of any such Required Governmental Approvals this parenthetical), to the extent reasonably requested by such Fee Mortgagee in order to satisfy the market standards to which such Fee Mortgagee customarily adheres or which may be reasonably required by prospective investors and/or rating agencies; and (B) review, re-review and, to the extent accurate, approve (and to the extent inaccurate, identify the same with particularity) portions of any Disclosure Document (or any other similar material required to be reviewed by Landlord under a Fee Mortgage) identified by Landlord to be reviewed by Tenant, which portions shall be limited to any portions relating solely to Tenant Information; provided that, such Disclosure Document shall not contain any Tenant Information (other than Tenant Information described on Exhibit M hereto) that Lessor then has access includes any material non-public information, Competitively Sensitive Information or any information subject to a webbona fide confidentiality restrictions The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-based system maintained by Lessee that contains copies of X (and for any prior periods required thereunder), if and to the extent such Required Governmental Approvalscompliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder)., is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statement

Appears in 2 contracts

Sources: Lease (Caesars Entertainment, Inc.), Lease (Vici Properties Inc.)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty forty-five (2045) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.and (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 2 contracts

Sources: Master Lease and Security Agreement (Emeritus Corp\wa\), Master Lease and Security Agreement (Hcp, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty (120I) In the event that Tenant’s Parent is a reporting company under the Exchange Act, on the earlier of five (5) Business Days following (x) each date specified in the Exchange Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or any successor provision thereof) that the Tenant’s Parent is required to file SEC Reports (each a “SEC Filing Deadline”) and (y) the date the Tenant’s Parent files its SEC Reports with the SEC or (II) in the event that Tenant’s Parent is not a reporting company under the Exchange Act, no later than five (5) Business Days prior to Landlord REIT’s applicable SEC requirements, if any, to file, or include in any of Landlord REIT’s SEC Reports, Tenant Parent’s Financial Statements: (A) Tenant’s Parent’s Financial Statements required to be included in such SEC Report or the SEC Report containing such Financial Statements; (B) a certificate, executed by a Responsible Officer of the Tenant or Tenant’s Parent certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and status of such default; and (C) (1) with respect to annual Financial Statements, a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s independent registered public accounting firm, which report shall not be subject to any qualification or exception expressing substantial doubt about the ability of the Tenant’s Parent and its subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Master Lease in such twelve month period) and that such Financial Statements have been prepared in accordance with GAAP and Tenant’s Parent’s accountants have examined such Financial Statements in accordance with the standards of the PCAOB (or generally accepted auditing standards, if not required to file SEC Reports at such time) and (2) with respect to quarterly Financial Statements, a certificate, executed by a Responsible Officer of the Tenant’s Parent, certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period (subject to normal year-end audit adjustments, the absence of footnotes and other informational disclosures customarily omitted from interim financial statements). Financial statements required to be delivered pursuant to this Section 23.1(b)(i) will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be deemed to have been delivered on the date such documents are publicly available on the SEC’s website; (ii) Within seventy-five (75) days after the end of each of Lesseethe Tenant’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022), (a) a budget and Guarantor’s projection by fiscal yearsmonth for the Fiscal Year in which the budget is delivered, including projected Net Revenue and EBITDAR with respect to each Facility, (b) a copy of budget and projection by fiscal year for the audited consolidated balance sheets of Lesseesecond and third subsequent Fiscal Years, Guarantor including projected Net Revenue and their respective consolidated Subsidiaries as of the end of such fiscal yearEBITDAR with respect to each Facility, and related audited consolidated statements of income, changes (c) a capital budget for each Facility for the Fiscal Year in common stock which the budget is delivered and other stockholders’ equity and changes in for 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)following Fiscal Year; (biii) within forty-five Within thirty (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (2030) days after the end of each calendar month, Facility level the following items as they pertain to each Facility: occupancy percentages, including average daily rate and revenue per available room for the subject month, the monthly and year-to-date operating statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type prepared for each calendar period, noting net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of each Facility for each and its respective Operating Subtenant during such calendar monthperiod; (eiv) upon request Within sixty (60) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report, which report shall include an Officer’s Certificate in substantially the form attached hereto as Exhibit H, certifying that the Financial Covenant is in compliance under Section 23.3 together with reasonable detail evidencing such compliance; (v) (a) commercially reasonable efforts to deliver such additional financial information and projections as may be reasonably requested by Lessor Landlord, so long as any reasonable out-of-pocket cost of Tenant or its Related Persons is borne by Landlord, in connection with syndications, private placements or public offerings by Landlord of debt securities or loans or equity or hybrid securities and (b) such additional information, Tenant’s Parent Financial Statements if not otherwise provided pursuant to Section 23.1(b)(i), and unaudited quarterly financial information concerning the Leased Property, Tenant, and Tenant’s Parent as Landlord or its Affiliates may require for their filings with the SEC under both the Securities Act and the Exchange Act, including, but not limited to SEC Reports and registration statements to be filed by Landlord or its Affiliates during the Term of this Master Lease, the Internal Revenue Service and any other federal, state or local regulatory agency with jurisdiction over Landlord or its Subsidiaries; (vi) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way materially adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any material part of the Primary Intended Use of all or any portion of the Leased Property; (vii) Upon request, not to be made more frequently than once each per fiscal year of Lessee)quarter, a copy of each cost report filed with the appropriate governmental agency an updated rent roll for each Facility Facility; and (providedviii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database, howeverand (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have audit rights with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way information to the Leased Property or any Capital Additions or Lesseeextent required to confirm Tenant’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance compliance with the terms of this LeaseMaster Lease (including, without limitation, calculation of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental ApprovalsNet Revenues).

Appears in 2 contracts

Sources: Master Lease (VICI Properties L.P.), Master Lease (MGM Resorts International)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) 120 days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty forty-five (2045) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 2 contracts

Sources: Master Lease and Security Agreement (Hcp, Inc.), Master Lease and Security Agreement (Hcp, Inc.)

Statements. Lessee Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to Lessorfairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within one hundred twenty ninety (12090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of Lesseethe first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018); and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s and Guarantor’s fiscal years, qualification as a copy “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to CEC: (a) annual financial statements audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared by CEC’s Accountant in accordance with GAAP applied on covering such Fiscal Year and containing statement of profit and loss, a basis consistently maintained throughout balance sheet, and statement of cash flows for CEC, including the period involved, report thereon by such Accountant which shall be unqualified as to scope of audit of CEC and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); of CEC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by CEC’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within forty-five ninety (4590) days after the end of each fiscal quarter Fiscal Year (other than commencing with the last fiscal quarter during any fiscal year Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for CEC, changes together with a certificate, executed by the chief financial officer or treasurer of CEC certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of CEC and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes) which shall be provided within sixty (c) within one hundred twenty (12060) days after the end of each of Lessee’s the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017); (c) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or if Lessee shall be in defaultlocal regulatory agency with jurisdiction over Landlord, specifying all such defaultsPropCo 1, the nature thereof, and the steps being taken PropCo or Landlord REIT subject to remedy the sameSection 23.1(c) below; (div) within twenty As soon as it is prepared and in no event later than sixty (2060) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to the prior Lease Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant (or Manager) from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, Facility level statements a schedule containing any additions to or retirements of income any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and detailed operational statistics regarding occupancy ratesany improvements thereto, patient substantially in the form attached hereto as Exhibit D, and resident mix such additional customary and patient and resident rates reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by type Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for each Facility for each such calendar monthpropco-opco separation used as of the Commencement Date; (evii) upon request by Lessor Within three (but not more frequently than once each fiscal year 3) Business Days of Lessee)obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies giving of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, notice or the condition passage of each Facility, time would ripen into a Tenant Event of Default and involving an actual that (individually or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, collectively would be reasonably likely expected to have result in a material adverse effect on the continued operation, Tenant or in accordance with the terms of this Lease, respect of the subject Facility(iesFacility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (hviii) with Such additional customary and reasonable promptness, such other financial information respecting (i) related to the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, Tenant, CEOC, CEC and their Affiliates which shall be limited to balance sheets and income statements (ii) the physical condition of the Leased Property and, without limitation, all information concerning Tenant, CEOC, CEC and any Capital Additions and (iii) any suspected Transferof their Affiliates, including respectively, or the then equity Facility or voting ownership in Lessee or in any Controlling Person(sthe business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as Lessor may reasonably requestbe required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, in the form of a questionnaire or otherwise, from time to time; as and Portions of this exhibit that have been marked by [***] have been omitted when required pursuant to a request for confidential treatment filed separately with the Securities Section 4.3; and (x) The Annual Capital Budget as and Exchange Commissionwhen required in Section 10.5. (ixi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably promptly following Lessor’s request thereforpossible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of all Required Governmental Approvals Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for each any prior periods required thereunder), if and to the extent such Facility compliance with federal securities laws, including Regulation S-X (providedand for any prior periods required thereunder), howeveris required to enable Landlord, that Lessee shall have no obligation PropCo 1, PropCo or Landlord REIT to separately deliver copies of any (x) file such Required Governmental Approvals Financial Statements with the SEC if and to the extent that Lessor then has access Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a web-based system maintained financing contemplated by Lessee that contains copies of such Required Governmental Approvalsand to the extent required by Section 23.2(b).

Appears in 2 contracts

Sources: Lease Amendment (Vici Properties Inc.), Lease (CAESARS ENTERTAINMENT Corp)

Statements. Lessee Tenant shall furnish or cause to be furnished the following statements to LessorLandlord: (i) As to SPE Tenant: (a) Within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017), but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline, annual financial statements audited by an Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for SPE Tenant, plus a calculation of EBITDAR for such Fiscal Year; and (b) within one hundred twenty sixty (12060) days after the end of each of Lesseethe first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018), but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline, SPE Tenant’s quarterly unaudited financial statements, consisting of a statement of profit and Guarantor’s fiscal yearsloss, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal yearsheet, and related audited consolidated statement of cash flows, plus a calculation of EBITDAR for such Fiscal Quarter and the applicable prior year Fiscal Quarter, in each case, to the extent required as an Additional Fee Mortgagee Requirement, together with a certificate, executed by the chief financial officer or treasurer of SPE Tenant, certifying that such financial statements of incomefairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, operations of SPE Tenant and its Subsidiaries on a consolidated Subsidiaries and Guarantor for such fiscal year, prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject, in the period involvedcase of quarterly financial statements, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee normal year-end audit adjustments and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement absence of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(afootnotes); (bii) As to CEOC: (A) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within forty-five ninety (4590) days after the end of each fiscal quarter Fiscal Year (other commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than the last fiscal quarter during any fiscal year five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (B) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for CEOC, changes together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of CEOC and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes), all of which shall be provided (cx) within one hundred twenty sixty (12060) days after the end of each of Lesseethe first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (C) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or if Lessee shall be local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in defaulteach case of clause (i), specifying all such defaults(ii) and (iii), the nature thereof, and the steps being taken subject to remedy the sameSection 23.1(c) below; (diii) As to CEC: (A) annual financial statements audited by CEC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEC, including the report thereon by such Accountant which shall be unqualified as to scope of audit of CEC and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of CEC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by CEC’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within twenty ninety (2090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (B) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEC, together with a certificate, executed by the chief financial officer or treasurer of CEC certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; (C) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to the prior Lease Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant (or Manager) from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, CEC and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, CEC and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3. Without limitation of the foregoing, in connection with the Existing Fee Mortgage, Tenant will furnish, or cause to be furnished, to Landlord on or before twenty-five (25) days after the end of each calendar month the following items as they pertain to SPE Tenant: (A) a rent roll for the subject month, Facility level an occupancy report for the subject month, including an average daily rate and revenue per available room and entertainment operating metrics for the subject month; (B) monthly and year-to-date operating statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type prepared for each Facility for each calendar month, noting gross revenue, net revenue, operating expenses and operating income (not including any contributions to the FF&E Reserve), and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of SPE Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses; (C) a calculation of EBITDAR; and (D) PACE reports, in the form attached hereto as Exhibit I; (eix) upon request by Lessor The compliance certificates, as and when required pursuant to Section 4.3; (but not more frequently than once each fiscal year of Lesseex) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a copy summary of each cost report filed with all leasing activity then taking place at the appropriate governmental agency Facility; (xiii) Operating budget for each Facility SPE Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (provided55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), however, such further detailed information reasonably available to Tenant with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred SPE Tenant as may be reasonably requested by Lessee in complying with such request)Landlord; (fxv) promptly upon Lessee’s receipt thereof, The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of all material written communications received Subleases made by Lessee from any regulatory agency relating Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any proceedingother provision of this Lease; (xviii) The monthly reporting required pursuant to Section 4.1 hereof; and (xix) In connection with any Fee Mortgagee Securitization, formal or informalTenant shall, upon the written request of Landlord: (A) at the sole cost and expense of Landlord (except with respect to cited deficiencies the Existing Fee Mortgage, which shall be at the sole cost and expense of Tenant as provided in the final sentence of this clause (xix)), reasonably cooperate with Landlord in providing information with respect to services and activities provided and performed at each Facilitythe Property, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, Tenant or the condition of each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; its Affiliates (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting excluding (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facilitymaterial non-public information, (ii) the physical condition of the Leased Property and any Capital Additions Competitively Sensitive Information, 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, in the form of a questionnaire or otherwise, from time information subject to timebona fide confidentiality restrictions; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee the information described on Exhibit M shall have no obligation not be so excluded even if such information qualifies within clauses (i), (ii) or (iii) of this parenthetical), to separately deliver copies the extent reasonably requested by such Fee Mortgagee in order to satisfy the market standards to which such Fee Mortgagee customarily adheres or which may be reasonably required by prospective investors and/or rating agencies; (B) review, re-review and, to the extent accurate, approve (and to the extent inaccurate, identify the same with particularity) portions of any Disclosure Document (or any other similar material required to be reviewed by Landlord under a Fee Mortgage) identified by Landlord to be reviewed by Tenant, which portions shall be limited to any portions relating solely to Tenant Information; provided that, except with respect to the Existing Fee Mortgage, such Required Governmental Approvals Disclosure Document shall not contain any Tenant Information (other than Tenant Information described on Exhibit M hereto) that includes any material non-public information, Competitively Sensitive Information or any information subject to bona fide confidentiality restrictions; and (C) with respect to the Existing Fee Mortgage, deliver a certification to Landlord (i) certifying that the information set forth in such portions of any Disclosure Document approved by Tenant pursuant to the above clause (B) does not at the time furnished contain any untrue statement of any material fact and (ii) certifying as to the accuracy of the representations made by Tenant to Landlord under Section 8.2 and Exhibit L as of the date of the closing of such Fee Mortgage Securitization, except (x) to the extent that Lessor then has access to any such representation is made as of a web-based system maintained by Lessee that contains copies of specific date, in which case such Required Governmental Approvals).representation is accurate a

Appears in 2 contracts

Sources: Lease Amendment (Vici Properties Inc.), Lease Amendment (CAESARS ENTERTAINMENT Corp)

Statements. Lessee Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income, and other information reasonably necessary and sufficient to Lessorfairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within one hundred twenty ninety (12090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of Lesseethe first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, a copy of the audited consolidated which information shall be limited to balance sheets of Lesseesheets, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal yearincome statements, and related audited consolidated statements of incomecash flow, changes as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in common stock respect of Landlord REIT’s qualification as a REIT) and (iii) any other stockholders’ equity federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and changes in the (iii), subject to Section 23.1(c) below. (iii) As to ERI: (a) annual financial position of Lessee, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared statements audited by ERI’s Accountant in accordance with GAAP applied on covering such Fiscal Year and containing statement of profit and loss, a basis consistently maintained throughout balance sheet, and statement of cash flows for ERI, including the period involved, report thereon by such Accountant which shall be unqualified as to scope of audit of ERI and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); of ERI and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by ERI’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within forty-five ninety (4590) days after the end of each fiscal quarter Fiscal Year (other commencing with the Fiscal Year ending December 31, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than the last fiscal quarter during any fiscal year five (5) Business Days before Landlord REIT’s applicable Form 10-K filing deadline; (b) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for ERI, changes together with a certificate, executed by the chief financial officer or treasurer of ERI certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of ERI and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes) which shall be provided within sixty (c) within one hundred twenty (12060) days after the end of each of Lesseethe first three (3) Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017) but if Guarantor is not a reporting company under the Exchange Act, in no event later than five (5) Business Days before Landlord REIT’s applicable Form 10-Q filing deadline; and (c) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a REIT) and (iii) any other federal, state or if Lessee shall be in defaultlocal regulatory agency with jurisdiction over Landlord, specifying all such defaultsPropCo 1, the nature thereof, and the steps being taken PropCo or Landlord REIT subject to remedy the sameSection 23.1(c) below; (div) within twenty As soon as it is prepared and in no event later than sixty (2060) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to such Fiscal Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, Facility level statements a schedule containing any additions to or retirements of income any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and detailed operational statistics regarding occupancy ratesany improvements thereto, patient substantially in the form attached hereto as Exhibit D, and resident mix such additional customary and patient and resident rates reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by type Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for each Facility for each such calendar monthpropco-opco separation used as of the Commencement Date; (evii) upon request by Lessor Within three (but not more frequently than once each fiscal year 3) Business Days of Lessee)obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies giving of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, notice or the condition passage of each Facility, time would ripen into a Tenant Event of Default and involving an actual that (individually or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, collectively would be reasonably likely expected to have result in a material adverse effect on the continued operation, Tenant or in accordance with the terms of this Lease, respect of the subject Facility(iesFacility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (hviii) with Such additional customary and reasonable promptness, such other financial information respecting (i) related to the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, Tenant, CEOC, ERI and their Affiliates which shall be limited to balance sheets and income statements (ii) the physical condition of the Leased Property and, without limitation, all information concerning Tenant, CEOC, ERI and any Capital Additions and (iii) any suspected Transferof their Affiliates, including respectively, or the then equity Facility or voting ownership in Lessee or in any Controlling Person(sthe business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as Lessor may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, as and when required pursuant to Section 4.3; (x) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably requestpossible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof; (xix) Semi-annual property-level betting & gaming revenue information received pursuant to Section 10.2 of the MTSA by Tenant, ERI or any direct or indirect subsidiary of ERI to the extent relevant to the calculation of Net Revenues hereunder, in each case within fifteen (15) days of the form receipt thereof; and (xx) On an annual basis, a detailed reconciliation of a questionnaire or otherwise, from time the financial information being provided to time; and Portions of this exhibit that have been marked by [***] have been omitted Landlord pursuant to a request clause (xix) above (the “WH Net Revenue”) and the Net Revenue statements that Tenant is providing to Landlord pursuant to clause (iv) above, which reconciliation shows how the Net Revenue contained in the WH Net Revenue is being reflected in the Net Revenue statements delivered pursuant to clause (iv) above. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for confidential treatment filed separately any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landlord, PropCo 1, PropCo or Landlord REIT to (x) file such Financial Statements with the Securities SEC if and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a web-based system maintained financing contemplated by Lessee that contains copies of such Required Governmental Approvalsand to the extent required by Section 23.2(b).

Appears in 2 contracts

Sources: Lease Amendment (Caesars Entertainment, Inc.), Lease (Vici Properties Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Year or within five (5) Business Days following the filing by Tenant’s Parent of Lesseeits annual report on Form 10-K with the SEC with respect to such Fiscal Year (commencing with the first full Fiscal Year ending after the Commencement Date), whichever is later: (x) Tenant’s Parent’s Financial Statements and GuarantorTenant’s fiscal yearsFinancial Statements; (y) a certificate, executed by an officer of Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (b) setting forth the calculation of the audited financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the first full Fiscal Year ending after the Commencement Date); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and shall provide in substance that (a) such consolidated balance sheets financial statements present fairly the consolidated financial position of Lessee, Guarantor Tenant’s Parent and their respective consolidated its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the end of periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with Tenant’s Parent’s Financial Statements has been made in accordance with generally accepted auditing standards; provided, however, it is understood that with respect to Tenant’s Financial Statements, such fiscal yearFinancial Statements will not be audited, and related audited consolidated statements of incomehowever, changes in common stock and other stockholders’ equity and changes in the officer’s certificate provided under subclause (y) above shall further certify that the financial position and results of Lessee, operations of Tenant and its Subsidiaries are reflected in the Tenant Financial Statements and roll up into the Financial Statements of Tenant’s Parent on a consolidated Subsidiaries and Guarantor for such fiscal year, prepared basis in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements (subject to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal normal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a-end audit adjustments); (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of Tenant’s Parent’s Fiscal Year or within five (5) Business Days following the filing by Tenant’s Parent of its quarterly report on Form 10-Q with the SEC with respect to such fiscal quarter (other than commencing with the last first full fiscal quarter during any fiscal year ending after the Commencement Date for which a filing of Form 10-Q with the applicable PersonSEC is required), whichever is later, a copy of Tenant’s Parent and Tenant’s Financial Statements for such period, together with a certificate, executed by an officer of Tenant’s Parent (i) certifying that no default has occurred under this Master Lease or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets financial covenants set forth in Section 23.3 hereof in reasonable detail as of Lesseesuch quarter, Guarantor to the extent one complete Test Period has been completed following the Commencement Date and (iii) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent, Tenant and their respective Subsidiaries on a consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout the applicable period(subject to normal year-end audit adjustments); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following Landlord’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovesuch additional financial information and projections as may be reasonably requested by Landlord concerning Tenant, an Officerits Subsidiaries and the Guarantors in connection with syndications, private placements, or public offerings of GLP’s Certificate stating or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the Term of this Master Lease, the Internal Revenue Service (with respect to GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and any other federal, state or local regulatory agency (with respect to GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) with jurisdiction over GLP or its Subsidiaries subject to Section 23.1(c) below); provided that any such information or projections shall be delivered to Landlord subject to the best provisions 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the sameSection 23.2 below; (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income quarter and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee)year, a copy of each cost report filed with Tenant’s income statement for such month, quarter or fiscal year, as applicable, and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month, quarter and fiscal year, as applicable ($1,500) for each of which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliates is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and revenue and EBITDA budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. Tenant also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with this Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 2 contracts

Sources: Master Lease (Boyd Gaming Corp), Master Lease (Gaming & Leisure Properties, Inc.)

Statements. Lessee Tenant shall furnish or cause to be furnished the following statements to LessorLandlord: (i) As to SPE Tenant: (a) Within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017), annual financial statements audited by an Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for SPE Tenant, plus a calculation of EBITDAR for such Fiscal Year; and (b) within one hundred twenty sixty (12060) days after the end of each of Lesseethe first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018), SPE Tenant’s quarterly unaudited financial statements, consisting of a statement of profit and Guarantor’s fiscal yearsloss, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal yearsheet, and related audited consolidated statement of cash flows, plus a calculation of EBITDAR for such Fiscal Quarter and the applicable prior year Fiscal Quarter, in each case, to the extent required as an Additional Fee Mortgagee Requirement, together with a certificate, executed by the chief financial officer or treasurer of SPE Tenant, certifying that such financial statements of incomefairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, operations of SPE Tenant and its Subsidiaries on a consolidated Subsidiaries and Guarantor for such fiscal year, prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject, in the period involvedcase of quarterly financial statements, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee normal year-end audit adjustments and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement absence of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(afootnotes); (bii) As to CEOC: (A) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within forty-five ninety (4590) days after the end of each fiscal quarter Fiscal Year (other than commencing with the last fiscal quarter during any fiscal year Fiscal Year ending December 31, 2017); (B) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for CEOC, changes together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of CEOC and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes), all of which shall be provided (cx) within one hundred twenty sixty (12060) days after the end of each of Lessee’s the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018); and (C) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or if Lessee shall be local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in defaulteach case of clause (i), specifying all such defaults(ii) and (iii), the nature thereof, and the steps being taken subject to remedy the sameSection 23.1(c) below; (diii) As to CEC: (A) annual financial statements audited by CEC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEC, including the report thereon by such Accountant which shall be unqualified as to scope of audit of CEC and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of CEC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by CEC’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within twenty ninety (2090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017); (B) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEC, together with a certificate, executed by the chief financial officer or treasurer of CEC certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) which shall be provided within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017); (C) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT subject to Section 23.1(c) below; (iv) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to the prior Lease Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant (or Manager) from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, a schedule containing any additions to or retirements of any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and any improvements thereto, substantially in the form attached hereto as Exhibit D, and such additional customary and reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for propco-opco separation used as of the Commencement Date; (vii) Within three (3) Business Days of obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, with the giving of notice or the passage of time would ripen into a Tenant Event of Default and that (individually or collectively would be reasonably expected to result in a material adverse effect on Tenant or in respect of the Facility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (viii) Such additional customary and reasonable financial information related to the Facility, Tenant, CEOC, CEC and their Affiliates which shall be limited to balance sheets and income statements (and, without limitation, all information concerning Tenant, CEOC, CEC and any of their Affiliates, respectively, or the Facility or the business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3. Without limitation of the foregoing, in connection with the Existing Fee Mortgage, Tenant will furnish, or cause to be furnished, to Landlord on or before twenty-five (25) days after the end of each calendar month the following items as they pertain to SPE Tenant: (A) a rent roll for the subject month, Facility level an occupancy report for the subject month, including an average daily rate and revenue per available room and entertainment operating metrics for the subject month; (B) monthly and year-to-date operating statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type prepared for each Facility for each calendar month, noting gross revenue, net revenue, operating expenses and operating income (not including any contributions to the FF&E Reserve), and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of SPE Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses; (C) a calculation of EBITDAR; and (D) PACE reports, in the form attached hereto as Exhibit I; (eix) upon request by Lessor The compliance certificates, as and when required pursuant to Section 4.3; (but not more frequently than once each fiscal year of Lesseex) The Annual Capital Budget as and when required in Section 10.5; (xi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a copy summary of each cost report filed with all leasing activity then taking place at the appropriate governmental agency Facility; (xiii) Operating budget for each Facility SPE Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (provided55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), however, such further detailed information reasonably available to Tenant with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred SPE Tenant as may be reasonably requested by Lessee in complying with such request)Landlord; (fxv) promptly upon Lessee’s receipt thereof, The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of all material written communications received Subleases made by Lessee from any regulatory agency relating Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any proceedingother provision of this Lease; (xviii) The monthly reporting required pursuant to Section 4.1 hereof; and (xix) In connection with any Fee Mortgagee Securitization, formal or informalTenant shall, upon the written request of Landlord: (A) at the sole cost and expense of Landlord (except with respect to cited deficiencies the Existing Fee Mortgage, which shall be at the sole cost and expense of Tenant as provided in the final sentence of this clause (xix)), reasonably cooperate with Landlord in providing information with respect to services and activities provided and performed at each Facilitythe Property, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, Tenant or the condition of each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; its Affiliates (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting excluding (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facilitymaterial non-public information, (ii) the physical condition of the Leased Property and any Capital Additions Competitively Sensitive Information, 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, in the form of a questionnaire or otherwise, from time information subject to timebona fide confidentiality restrictions; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee the information described on Exhibit M shall have no obligation not be so excluded even if such information qualifies within clauses (i), (ii) or (iii) of this parenthetical), to separately deliver copies the extent reasonably requested by such Fee Mortgagee in order to satisfy the market standards to which such Fee Mortgagee customarily adheres or which may be reasonably required by prospective investors and/or rating agencies; (B) review, re-review and, to the extent accurate, approve (and to the extent inaccurate, identify the same with particularity) portions of any Disclosure Document (or any other similar material required to be reviewed by Landlord under a Fee Mortgage) identified by Landlord to be reviewed by Tenant, which portions shall be limited to any portions relating solely to Tenant Information; provided that, except with respect to the Existing Fee Mortgage, such Required Governmental Approvals Disclosure Document shall not contain any Tenant Information (other than Tenant Information described on Exhibit M hereto) that includes any material non-public information, Competitively Sensitive Information or any information subject to bona fide confidentiality restrictions; and (C) with respect to the Existing Fee Mortgage, deliver a certification to Landlord (i) certifying that the information set forth in such portions of any Disclosure Document approved by Tenant pursuant to the above clause (B) does not at the time furnished contain any untrue statement of any material fact and (ii) certifying as to the accuracy of the representations made by Tenant to Landlord under Section 8.2 and Exhibit L as of the date of the closing of such Fee Mortgage Securitization, except (x) to the extent that Lessor then has access to any such representation is made as of a web-based system maintained by Lessee that contains copies specific date, in which case such representation is accurate and complete in all material respects as of such Required Governmental Approvalsspecific date, and (y) to the extent any such representations require qualification on such date, setting forth such qualifications in reasonable detail (a “Tenant Securitization Certification”).. In connection with a Fee Mortgagee Securitization in connection with the Existing Fee Mortgage, Tenant shall (I) be responsible for the costs of the Existing Fee Mortgagee in connection therewith to the extent Landlord is required under the Existing Fee Mortgage Documents to pay such costs, and (II) reimburse Landlord for any such costs paid by Landlord within twenty (20) days of Landlord’s written request therefor. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for any prior periods required thereunder), if and to the extent such compliance with federal securities laws, including Regulation S-X (and for any prior periods required thereunder), is required to enable Landl

Appears in 2 contracts

Sources: Lease (CAESARS ENTERTAINMENT Corp), Lease (Vici Properties Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (a) Tenant shall, as soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year, provide to Landlord annual audited financial statements of Lessee’s Guarantors and Guarantor’s fiscal yearsTenant for such Fiscal Year, a copy of including therein the audited consolidated balance sheets of Lessee, Guarantor Guarantors and their respective consolidated Subsidiaries Tenant as of the end of such fiscal year, Fiscal Year and related audited consolidated statements of income, changes in common stock earnings and other stockholders’ equity statements of cash flow of Guarantors and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor Tenant for such fiscal yearFiscal Year, in each case certified in a manner acceptable to Landlord by independent certified public accountants of recognized national standing selected by Tenant and reasonably acceptable to Landlord (the form of such certification to be reasonably satisfactory to Landlord), prepared in accordance with GAAP applied GAAP, except as otherwise noted therein, on a basis consistently maintained throughout consistent with prior periods and fairly presenting the period involved, financial condition of Guarantors and Tenant at the end of such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee Fiscal Year and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes immediately preceding Fiscal Year and in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a);comparative columnar form. (b) Tenant shall, as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year Quarter, provide to Landlord quarterly financial statements of the applicable Person)Tenant for such Quarter, (i) a copy of including therein the unaudited consolidated balance sheets of Lessee, Guarantor Guarantors and their respective consolidated Subsidiaries Tenant as of the end of such fiscal quarterQuarter, and related unaudited consolidated statements, changes in common stock statements of earnings and other stockholders’ equity and changes in the financial position statements of Lessee, cash flow of Guarantor and their respective consolidated Subsidiaries Tenant for such fiscal quarterQuarter, in each case certified in a manner acceptable to Landlord by such entity’s chief accounting officer as being prepared in accordance with GAAP, except as otherwise noted therein, and (ii) a Portions that such quarterly financial statements fairly present to financial condition of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with each of Guarantors and Tenant as of the Securities and Exchange Commission. statement end of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter Quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period;. (c) within one hundred twenty thirty (12030) days after the end of each month of Lesseeeach Fiscal Year (including the twelfth month of each Fiscal Year), a “balance sheet” and statements of revenues and expenses for the Premises, all prepared by Tenant’s and Guarantor’s fiscal years, and together with the annual audit report furnished management in accordance with clause (a) aboveGAAP, an Officer’s Certificate stating that to but without footnotes, except as otherwise noted therein, on a basis consistent with prior periods, and fairly presenting the best financial condition of the signer’s knowledge Premises’ operation; without limiting the foregoing, such statements shall include a table of Occupants by payor source and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease, or if Lessee shall include such other information as may reasonably be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same;requested by Landlord. (d) within twenty with the statements submitted pursuant to subsections (20a) days after and (b) of this Section, a certificate signed on behalf of Tenant by the end principal financial or accounting officer of Tenant to the effect that no Event of Default specified herein nor any event which, upon n any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks thereto notice or with the passage of time or both, would constitute such an Event of Default has occurred and is continuing, or, in each calendar monthcase, Facility level statements if any such Event of income Default or event has occurred and detailed operational statistics regarding occupancy ratesis continuing, patient specifying the nature and resident mix and patient and resident rates by type for each Facility for each such calendar monthextent thereof; (e) upon request by Lessor (but not more frequently than once each fiscal year semi-annually, summary reports of Lessee), a copy the Hospitals’ inpatient/outpatient volume statistics and list of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request);medical staff; and (f) promptly upon Lessee’s receipt thereofpromptly, copies from time to time, such other information regarding the operations, business affairs and financial condition of all material written communications received by Lessee from Tenant as Landlord may reasonably request, including, without limitation, prompt notice of any regulatory agency relating to Event of Default or any proceeding, formal or informalevent which, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenancethe passage of time or the giving of notice, or the condition both, would constitute an Event of each Facility, Default and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation prompt notice of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereofaction, copies of all claims, reports, complaints, notices, warnings suit or asserted violations relating proceeding at law or in equity or by or before any way to the Leased Property governmental instrumentality or any Capital Additions or Lessee’s use thereof, the subject matter of other agency which, if adversely determined, would be reasonably likely to have a material adverse effect on materially adversely affect Tenant’s or the continued operationPremises’ business, in accordance with the terms of this Leaseoperations, of the subject Facility(ies); (h) with reasonable promptnessproperties, such other information respecting (i) the assets or condition, financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 2 contracts

Sources: Lease (Global Medical REIT Inc.), Purchase Agreement (Global Medical REIT Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2016) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2016); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2016) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and ▇▇▇▇▇▇’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (Gaming & Leisure Properties, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (a) Tenant shall, as soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year, provide to Landlord annual audited financial statements of Lessee’s Tenant and Guarantor’s fiscal yearsany Guarantor that is not an individual or trust for such Fiscal Year and certified annual financial statements of individual or trust Guarantors for such Fiscal Year, a copy of including therein the audited consolidated balance sheets of LesseeTenant and Guarantors, Guarantor and their respective consolidated Subsidiaries as applicable, as of the end of such fiscal year, Fiscal Year and related audited consolidated statements of income, changes in common stock earnings and other stockholders’ equity statements of cash flow of Tenant and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor Guarantors for such fiscal yearFiscal Year, in each case certified in a manner acceptable to Landlord by independent certified public accountants of recognized national standing selected by Tenant and reasonably acceptable to Landlord (the form of such certification to be reasonably satisfactory to Landlord), prepared in accordance with GAAP applied as to Tenant and any Guarantor that is not an individual or trust, except as otherwise noted therein, on a basis consistently maintained throughout consistent with prior periods and fairly presenting the period involved, financial condition of Tenant and Guarantors at the end of such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee Fiscal Year and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes immediately preceding Fiscal Year and in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a);comparative columnar form. (b) Tenant shall, as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year Quarter, provide to Landlord quarterly financial statements of the applicable Person)Tenant for such Quarter, (i) a copy of including therein the unaudited consolidated balance sheets of Lessee, Guarantor Tenant and their respective consolidated Subsidiaries Guarantors as of the end of such fiscal quarterQuarter, and related unaudited consolidated statements, changes in common stock statements of earnings and other stockholders’ equity statements of cash flow of Tenant and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries Guarantors for such fiscal quarterQuarter, in each case certified in a manner acceptable to Landlord by such entity’s chief accounting officer as being prepared in accordance with GAAP as to Tenant and any Guarantor that is not an individual or trust, except as otherwise noted therein, and (ii) a Portions that such quarterly financial statements fairly present to financial condition of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with Tenant and Guarantors as of the Securities and Exchange Commission. statement end of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter Quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period;. (c) within one hundred twenty thirty (12030) days after the end of each month of Lesseeeach Fiscal Year (including the twelfth month of each Fiscal Year), a “balance sheet” and statements of revenues and expenses for the Premises, all prepared by Tenant’s and Guarantor’s fiscal years, and together with the annual audit report furnished management in accordance with clause (a) aboveGAAP, an Officer’s Certificate stating that to but without footnotes, except as otherwise noted therein, on a basis consistent with prior periods, and fairly presenting the best financial condition of the signer’s knowledge Premises’ operation; without limiting the foregoing, such statements shall include a table of Occupants by payor source and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease, or if Lessee shall include such other information as may reasonably be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same;requested by Landlord. (d) within twenty with the statements submitted pursuant to subsections (20a) days after and (b) of this Section, a certificate signed on behalf of Tenant by the end principal financial or accounting officer of Tenant to the effect that no Event of Default specified herein nor any event which, upon notice or with the passage of time or both, would constitute such an Event of Default has occurred and is continuing, or, in each calendar monthcase, Facility level statements if any such Event of income Default or event has occurred and detailed operational statistics regarding occupancy ratesis continuing, patient specifying the nature and resident mix and patient and resident rates by type for each Facility for each such calendar monthextent thereof; (e) upon request by Lessor (but not more frequently than once each fiscal year semi-annually, summary reports of Lessee), a copy Tenant’s inpatient/outpatient volume statistics and list of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request);medical staff; and (f) promptly upon Lessee’s receipt thereofpromptly, copies from time to time, such other information regarding the operations, business affairs and financial condition of all material written communications received by Lessee from Tenant as Landlord may reasonably request, including, without limitation, prompt notice of any regulatory agency relating to Event of Default or any proceeding, formal or informalevent which, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenancethe passage of time or the giving of notice, or the condition both, would constitute an Event of each Facility, Default and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation prompt notice of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereofaction, copies of all claims, reports, complaints, notices, warnings suit or asserted violations relating proceeding at law or in equity or by or before any way to the Leased Property governmental instrumentality or any Capital Additions or Lessee’s use thereof, the subject matter of other agency which, if adversely determined, would be reasonably likely to have a material adverse effect on materially adversely affect Tenant’s or the continued operationPremises’ business, in accordance with the terms of this Leaseoperations, of the subject Facility(ies); (h) with reasonable promptnessproperties, such other information respecting (i) the assets or condition, financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Lease (Global Medical REIT Inc.)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s and each Guarantor’s (if any) fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective its consolidated Subsidiaries and each Guarantor (if any) 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 each Guarantor (if any) for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) 120 days after the end of each of Lessee▇▇▇▇▇▇’s and each Guarantor’s (if any) fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (dc) within twenty thirty (2030) days after the end of each calendar month, Facility level all monthly 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 each Facility for each such calendar month; (ed) upon request by Lessor (but not more frequently than once within 120 days after the end of each of ▇▇▇▇▇▇’s fiscal year of Lessee)years, a copy of each cost report filed with the appropriate governmental agency for each Facility Facility; (providede) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), howeverLessee shall furnish to Lessor (i) a copy of the unaudited consolidated balance sheets of Lessee, with respect to each request therefor, Guarantor (if Lessee’s reasonable costs any) and expenses incurred in assembling and delivering copies their respective consolidated Subsidiaries as of the end of such cost reports shall exceed One Thousand Five Hundred Dollars fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, each Guarantor ($1,500if any) and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a statement of income of Lessee, each Guarantor (if any) and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request)period; (f) promptly not later than fifteen (15) days before the end of each calendar year during the Term, a capital expenditure and operations budget for the next calendar year for each Facility, setting forth an estimate, on a monthly basis, of Gross Revenues, together with an explanation of anticipated changes to resident charges, payroll rates and positions, non-wage cost increases, and all other factors differing from the current calendar year; (g) 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 foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; (h) immediately upon Lessee▇▇▇▇▇▇’s receipt thereof, copies of all material written communications received by Lessee ▇▇▇▇▇▇ from any regulatory agency relating to to (i) surveys of any Facility for purposes of licensure, 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 each any 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 each such Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approvalsuch Facility’s license to be operated in accordance with its Primary Intended Use; (gi) promptly [Intentionally Omitted]; (j) immediately upon Lessee▇▇▇▇▇▇’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee▇▇▇▇▇▇’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);; and (hk) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) the physical condition of the Leased Property and any Capital Additions Addition thereto 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 or any Facility Mortgagee may reasonably request, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease and Security Agreement (Emeritus Corp\wa\)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2018) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Master Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2018); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2018) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (Gaming & Leisure Properties, Inc.)

Statements. Lessee Tenant shall furnish the following statements to Lessor:Landlord (which ▇▇▇▇▇▇ acknowledges and agrees may be provided by Landlord to any Landlord’s Parent, MGP REIT and ▇▇▇▇▇): (i) On the earlier of five (5) Business Days following (x) each date specified in the Exchange Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or any successor provision thereof) that the Tenant’s Parent is (or would be, as a large accelerated filer, if not required to file SEC Reports at that time) required to file SEC Reports (each a “SEC Filing Deadline”) and (y) the date the Tenant’s Parent files its SEC Reports with the SEC: (A) Tenant’s Parent’s Financial Statements required to be included in such SEC Report (or which would be, if not required to file SEC Reports at that time) or the SEC Report containing such Financial Statements; (B) a certificate, executed by a Responsible Officer of Tenant certifying that no default has occurred under this Lease or, if such a default has occurred, specifying the nature and status of such default; and (C) (1) with respect to annual Financial Statements, a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s independent registered public accounting firm, which report shall not be subject to any qualification or exception expressing substantial doubt about the ability of the Tenant’s Parent and its Subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Lease in such twelve month period) and that such Financial Statements have been prepared in accordance with GAAP and Tenant’s Parent’s accountants have examined such Financial Statements in accordance with the standards of the PCAOB (or generally accepted auditing standards, if not required to file SEC Reports at such time) and (2) with respect to quarterly Financial Statements, a certificate, executed by a Responsible Officer of the Tenant’s Parent, certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period (subject to normal year-end audit adjustments, the absence of footnotes and other informational disclosures customarily omitted from interim financial statements). Financial statements required to be delivered pursuant to this Section 23.1(b)(i) will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be deemed to have been delivered on the date such documents are publicly available on the SEC’s website; (ii) Within sixty (60) days after the end of each of the Tenant’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2020), (a) a budget and projection by fiscal quarter for the Fiscal Year in which the budget is delivered, including projected Net Revenue, Net Income, EBITDA, EBITDAR, Net Revenue by division, and Operating Expenses by division with respect to each Operating Subtenant (or Tenant with respect to any portion of a Facility that is not subject to an Operating Sublease), (b) a budget and projection by fiscal year for the second and third subsequent Fiscal Years, including projected Net Revenue, EBITDA, EBITDAR with respect to each Operating Subtenant (or Tenant with respect to any portion of a Facility that is not subject to an Operating Sublease), (c) a capital budget for each Operating Subtenant for the following Fiscal Year. EBITDA shall be calculated in accordance with Exhibit L. (iii) Within twenty (20) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report in substantially in the form attached hereto as Exhibit J, which shall include a calculation of the Financial Covenant and Listing Covenant under Section 23.3 as of the relevant date as applicable, based upon the preliminary statements for such Test Period (the “Preliminary Financial Covenant Compliance Report”). (iv) Within sixty (60) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report in substantially in the form attached hereto as Exhibit J, which report shall include an Officer’s Certificate certifying (1) that the Financial Covenant and Listing Covenant are in compliance under Section 23.3 together with reasonable detail evidencing such compliance, and (2) that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of the Operating Subtenants (or Tenant with respect to any portion of a Facility that is not subject to an Operating Sublease) (subject to normal year-end adjustments) as of the relevant date as applicable (the “Final Financial Covenant Compliance Report”). (v) Within sixty (60) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a quarterly operating report in substantially the form attached hereto as Exhibit M, accompanied by an Officer’s Certificate stating that such items in such quarterly operating report are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of the Operating Subtenants (or Tenant with respect to any portion of a Facility that is not subject to an Operating Sublease) (subject to normal year-end adjustments) as of the relevant date as applicable, which reports shall include: (a) an occupancy report including the average daily rate and Net Revenue per available room and (b) quarterly, year to date and trailing twelve months operating statements noting Net Revenue, Net Income, EBITDA, EBITDAR, Net Revenue by division, Operating Expenses by division. (vi) Commencing with the year ended December 31, 2020, Tenant will furnish to Landlord annually within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of following the end of such fiscal yearFiscal Year, a complete copy of the Tenant’s and related Operating Subtenants’ combined audited consolidated annual financial report with statements of incomein accordance with GAAP covering the Facilities, changes in common stock and other stockholders’ equity and changes in the which shall be accompanied by a report from an Approved Accounting Firm, which report shall indicate that such financial position of Lessee, its consolidated Subsidiaries and Guarantor for such fiscal year, statements are prepared in accordance with GAAP applied as of such date and shall not be subject to any qualification or exception expressing substantial doubt about the ability of Tenant and Operating Subtenants, collectively, to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Lease in such twelve month period). Promptly following receipt by Landlord of each audited annual financial report, together with reasonable evidence of the third-party costs and expenses incurred by Tenant or its Affiliates in connection with such report, Landlord shall be required to reimburse Tenant or its Affiliates for one-half of all such third-party costs and expenses incurred by Tenant or its Affiliates. (vii) Tenant will furnish to Landlord annually within ninety (90) days following the end of such Fiscal Year, the Annual Certificate. (a) Such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements or public offerings by or on a basis consistently maintained throughout behalf of Landlord of debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the period involvedLeased Property and Tenant as Landlord or its Affiliates may require for their filings with the SEC under both the Securities Act and the Exchange Act, such consolidated financial including, but not limited to SEC Reports and registration statements to be certified filed by nationally recognized certified public accountants. For so long as Lessee Landlord or its Affiliates during the Term of this Lease, the Internal Revenue Service and Guarantor have any other federal, state or local regulatory agency with jurisdiction over Landlord or its Subsidiaries or Affiliates; provided, however, that if the same fiscal yearSEC requires Landlord or its Affiliates to include Tenant’s Parent’s Financial Statements in its SEC Reports, only a single audited consolidated balance sheet, a single audited consolidated statement Tenant shall use its commercially reasonable efforts to furnish substantially complete drafts of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within fortyTenant’s Parent’s annual Financial Statements to Landlord no later than fifty-five (4555) calendar days after the end of each fiscal quarter such year and Tenant Parent’s quarterly Financial Statements to Landlord no later than thirty-five (other than the last fiscal quarter during any fiscal year of the applicable Person), (i35) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) calendar days after the end of each such quarter. (ix) Prompt Notice to Landlord of Lessee’s and Guarantor’s fiscal yearsany action, and together with proposal or investigation by any agency or entity, or complaint to such agency or entity, (any of which is called a “Proceeding”), known to Tenant, the annual audit report furnished result of which Proceeding would reasonably be expected to revoke or suspend or terminate or modify in accordance with clause (a) abovea way materially adverse to Tenant, an Officer’s Certificate stating that or fail to the best renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any material part of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance Primary Intended Use of all or observance of any portion of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same;Leased Property. (dx) within twenty (20Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Lease in such electronic format(s) days after the end of each calendar month, Facility level statements of income as may reasonably be required by Landlord from time to time in order to facilitate Landlord’s internal financial and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, reporting database. ▇▇▇▇▇▇ also agrees that Landlord shall have audit rights with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way information to the Leased Property or any Capital Additions or Lesseeextent required to confirm Tenant’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance compliance with the terms of this LeaseLease (including, without limitation, calculation of EBITDAR and expenditures with respect to Required CapEx). Tenant shall not change the subject Facility(ies); (h) accounting practices or policies described in this Lease for the purpose of calculating EBITDAR and expenditures with reasonable promptnessrespect to Required CapEx, such other information respecting (i) which the financial and operational condition and affairs parties agree is based on Tenant’s Existing Accounting Guidelines. Furthermore, Tenant will not enter into any “off balance sheet arrangement” outside the normal course of Lessee, any Guarantor and each Facility, (ii) operations as determined in accordance with GAAP as in effect on 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, in the form of a questionnaire or otherwise, from time to time; and Portions date of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionLease. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease (MGM Growth Properties Operating Partnership LP)

Statements. Lessee (A) Manager shall furnish the following deliver or cause to be delivered to Tenant statements to Lessorand budgets as follows: (aI) within one hundred twenty Within thirty (12030) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after following the end of each calendar month, Facility level statements a profit and loss statement and balance sheet statement (both prepared on an accrual basis in accordance with Generally Accepted Accounting Principles ("GAAP") ) showing the results of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type operation of the Facilities for each Facility for each such calendar month;month and the year-to-date, and having annexed thereto a computation of the management fee (as determined under Article V hereof) for such preceding month and the year-to-date; and (eII) upon request by Lessor On or before one hundred eighty (but not more frequently than once 180) days after the close of each fiscal year during the term of Lessee)this Agreement, Manager will also deliver or cause to be delivered to the Tenant a balance sheet and related statement of profit and loss prepared in accordance with GAAP showing the assets employed in the operation of the Facilities and the liabilities incurred in connection therewith as of the end of the fiscal year, and the results of the operation of the Facility during the preceding twelve (12) months then ended, and having annexed thereto (A) a copy of each the Medicare and Medicaid cost report filed with the appropriate governmental agency for each Facility (provided, however, prepared by Manager with respect to each request thereforFacility for such twelve month period, if Lessee’s reasonable and (B) a computation of the management fee for such twelve (12) month period. In its discretion, Tenant may elect to have such annual statements certified by an independent public accounting firm of Tenant's choice. Should Tenant so elect, it will notify Manager not later than 31 days after the end of the calendar year with respect to which such election is made. (III) An operating budget and a capital budget that provide for maintaining and continuing standards of operation of the Facilities as nursing homes at levels consistent with similar nursing facilities managed by Manager shall be prepared by Manager and approved by the Tenant (such approval not to be unreasonably withheld or unduly delayed) prior to the beginning of each year of this Agreement; provided that at the Manager's election a calendar year budget may be used rather than a budget for each annual period commencing with the date of this Agreement. It is agreed that an initial operating budget and capital budget, as required by this Agreement, will be prepared by the Manager and approved by Tenant within fifteen (15) business days from the date hereof. Should capital repairs, replacement, additions and/or improvements exceed the pre-approved capital budget by $25,000 per any specific item or by $100,000 in the aggregate for all items, any expenditures beyond that level will require the prior written approval of the Tenant. Manager shall not exceed any operating expense line item of any annual operating budget by $25,000 or all operating expense items of any annual operating budget by $100,000 in the aggregate, in either case without the prior written approval of the Tenant. (B) All costs and expenses incurred in assembling and delivering copies connection with the preparation of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable requestany statements, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereofschedules, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facilitycomputations, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (gother reports required under this Section 3.11(a)(ii) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way shall be charged to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, Tenant as an expense of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) the physical condition operation 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionFacilities. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Management Agreement (Integrated Health Services Inc)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2016) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2016); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2016) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (PNK Entertainment, Inc.)

Statements. Lessee Tenant shall furnish the following statements (each a "Financial Statement" and collectively the "Financial Statements") to LessorLandlord: (ai) within one hundred twenty as soon as available and in no event later than ninety (12090) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy of the its audited consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders' equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal yearFiscal Year, and related audited setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by an independent public accounting firm of recognized national standing reasonably acceptable to Landlord (without any qualification, exception or similar language as to the scope of such audit or as to a going concern) to the effect that such consolidated financial statements of income, changes present fairly in common stock and other stockholders’ equity and changes in all material respects the financial position condition and results of Lessee, operations of Tenant and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout and the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement applicable requirements of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)Regulation S-X; (bii) within as soon as available and in no event later than forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person)first three Fiscal Quarters of each Fiscal Year, (i) a copy of the unaudited its consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders' equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal quarterFiscal Quarter and the then elapsed portion of the Fiscal Year, and related unaudited consolidated statementssetting forth in each case in comparative form the figures for the corresponding period or periods of (or, changes in common stock and other stockholders’ equity and changes in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial Officer of Tenant as presenting fairly in all material respects the financial position condition and results of Lessee, Guarantor operations of Tenant and their respective its consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout and the applicable periodrequirements of Regulation S-X, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) concurrently with any delivery of financial statements under clause (i) or (ii) above, a certificate of a Financial Officer of Tenant certifying: (A) as to whether a default has occurred under this Master Lease; (B) a calculation of the financial covenants set forth in Section 23.4 in reasonable detail; and (C) if a default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and (iv) within one hundred twenty sixty (12060) days after the beginning of each Fiscal Year, a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of each and for such Fiscal Year and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of Lessee’s and Guarantor’s fiscal years, and together with such budget approved by the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that to the best board of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance directors of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the sameTenant; (dv) within twenty (20) days promptly after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereofsame become publicly available, copies of all material written communications received periodic and other reports, proxy statements and other materials filed by Lessee from Tenant or any regulatory agency relating to of its Subsidiaries with the SEC or with any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenancenational securities exchange, or distributed by Tenant to its shareholders generally, as the condition case may be; and (vi) prompt Notice to Landlord of each Facilityany action, and involving an actual proposal or threatened warning, imposition of a material fine investigation by any agency or a penaltyentity, or suspensioncomplaint to such agency or entity, termination (any of which is called a "Proceeding"), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or revocation suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies the Primary Intended Use of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) the physical condition portion 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionProperty. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s and each Guarantor’s (if any) fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective its consolidated Subsidiaries and each Guarantor (if any) 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 each Guarantor (if any) for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) 120 days after the end of each of LesseeL▇▇▇▇▇’s and each Guarantor’s (if any) fiscal 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 L▇▇▇▇▇ is not in default in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (dc) within twenty thirty (2030) days after the end of each calendar month, Facility level all monthly 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 each Facility for each such calendar month; (ed) upon request by Lessor (but not more frequently than once within 120 days after the end of each of L▇▇▇▇▇’s fiscal year of Lessee)years, a copy of each cost report filed with the appropriate governmental agency for each Facility Facility; (providede) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), howeverLessee shall furnish to Lessor (i) a copy of the unaudited consolidated balance sheets of Lessee, with respect to each request therefor, Guarantor (if Lessee’s reasonable costs any) and expenses incurred in assembling and delivering copies their respective consolidated Subsidiaries as of the end of such cost reports shall exceed One Thousand Five Hundred Dollars fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, each Guarantor ($1,500if any) and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a statement of income of Lessee, each Guarantor (if any) and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request)period; (f) promptly not later than fifteen (15) days before the end of each calendar year during the Term, a capital expenditure and operations budget for the next calendar year for each Facility, setting forth an estimate, on a monthly basis, of Gross Revenues, together with an explanation of anticipated changes to resident charges, payroll rates and positions, non-wage cost increases, and all other factors differing from the current calendar year; (g) 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 foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; (h) immediately upon LesseeL▇▇▇▇▇’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of any Facility for purposes of licensure, 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 each any 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 each such Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approvalsuch Facility’s license to be operated in accordance with its Primary Intended Use; (gi) promptly [Intentionally Omitted]; (j) immediately upon LesseeL▇▇▇▇▇’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or LesseeL▇▇▇▇▇’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);; and (hk) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) the physical condition of the Leased Property and any Capital Additions Addition thereto 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 or any Facility Mortgagee may reasonably request, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Project Bond Lease Portfolio (Emeritus Corp\wa\)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2013) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2014); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending March 31, 2014) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and ACTIVE/119768607.18 annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).. ACTIVE/119768607.18

Appears in 1 contract

Sources: Master Lease (Gaming & Leisure Properties, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2023 or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) ▇▇▇▇▇▇’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2023; and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending March 31, 2023 or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of Tenant’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and ACTIVE/119970514.22 results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; and (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s ACTIVE/119970514.22 internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. (viii) ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information provided by Tenant to the extent that Lessor then has access such audit is reasonably required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, the calculation of such Required Governmental ApprovalsNet Revenues to the extent reasonably required to confirm Tenant’s compliance with Section 23.3(a) of the Master Lease).

Appears in 1 contract

Sources: Master Lease (Gaming & Leisure Properties, Inc.)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) 150 days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) 150 days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s 's Certificate stating that to the best of the signer’s '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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (dc) within twenty forty-five (2045) days after the end of each calendar month 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, Facility level 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 Facility; and thereafter within ninety (90) days after the end of each Facility of Lessee's quarters, all quarterly consolidated financial reports Lessee produces for each such calendar monthreporting 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 Facility; (ed) upon request by Lessor (but not more frequently than once within 150 days after the end of each fiscal year of Lessee)'s fiscal years, a copy of each cost report filed with the appropriate governmental agency for each Facility the Facility; (providede) within thirty (30) days after they are required to be filed with the SEC, howevercopies of any annual reports and of information, with respect to each request therefordocuments and other reports, if Lessee’s reasonable costs and expenses incurred in assembling and delivering or copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500portions of any of the foregoing as the SEC may prescribe, which Lessee or any Guarantor is required to file with the SEC pursuant to Section 13 or 15(d) for of the applicable request, Lessor shall reimburse Lessee for the amount Securities Exchange Act of such reasonable costs and expenses actually incurred by Lessee in complying with such request)1934; (f) promptly upon within five (5) Business Days after Lessee’s 's receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of the Facility for purposes of licensure, 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 each 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 each the Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approvalthe Facility's license to be operated in accordance with its Primary Intended Use; (g) promptly upon to the extent available to customers, depositors, shareholders or the public, within 150 days after the end of each fiscal year of the financial institution issuing the letter of credit required under Article XXI, a copy of the audited consolidated balance sheets of such financial institution as of the end of such fiscal year, and related unaudited consolidated statements of income, changes in common stock and other stockholders equity and changes in the financial position of such financial institution and its consolidated subsidiaries for each such fiscal year, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. Lessee shall be deemed to have satisfied its obligations under this clause (g) if Lessee shall request in writing to such financial institution that Lessor be placed on the distribution list of such financial institution for delivery of such financial statements; (h) within five (5) Business Days after Lessee’s 's receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s 's use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);; and (hi) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor Lessee and each the Facility, (ii) the physical condition of the Leased Property and any Capital Additions Addition thereto and (iii) any suspected Transfer, including the then equity or voting ownership in Lessee or in any Controlling Person(sRelated Lessee Person (as defined in Article XXIV), in each case as Lessor may reasonably request, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Lease (Integrated Living Communities Inc)

Statements. Lessee shall furnish the following statements to Lessor: : (a) within one hundred twenty 120 days after the end of Parent’s fiscal year, a copy of (120i) the audited consolidated balance sheet of Parent and its Subsidiaries, consolidated statements of income, shareholders’ equity, and cash flows for Parent for such fiscal year, and (ii) the unaudited consolidating balance sheet of Parent and its Subsidiaries, consolidating statements of income, shareholders’ equity, and cash flows for Parent and its Subsidiaries for such fiscal year, all of which shall be prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such audited 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 years, a copy of the audited unaudited consolidated balance sheets of Lessee, Guarantor and their respective its consolidated Subsidiaries and Guarantor as of the end of such fiscal year, and related audited unaudited 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; ; (c) within one hundred twenty (120) 120 days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; ; (d) within twenty forty-five (2045) days after the end of each calendar monthof the first twelve (12) months of the Term and the last eighteen (18) months of the Term, Facility level 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 each Facility Facility; and otherwise within forty-five (45) days after the end of each of Lessee’s quarters, all quarterly 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 each such calendar month; Facility; (e) upon request by Lessor within thirty (but not more frequently than once each fiscal year of Lessee)30) days after filing, a copy of each cost report filed with the appropriate governmental agency for each Facility Facility; (providedf) within thirty (30) days after they are required to be filed with the SEC, howevercopies of any annual reports and of information, with respect to each request therefordocuments and other reports, if Lessee’s reasonable costs and expenses incurred in assembling and delivering or copies of such cost reports shall exceed One Thousand Five Hundred Dollars portions of any of the foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; ($1,500g) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); within ten (f10) promptly upon days following Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of each Facility for purposes of licensure, 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 each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; Facility’s license to be operated in accordance with its Primary Intended Use; (gh) promptly upon within 120 days after the end of each fiscal year of the financial institution issuing the letter of credit required under Article XXI, if any, a copy of the audited consolidated balance sheets of such financial institution as of the end of such fiscal year, and related unaudited consolidated statements of income, changes in common stock and other stockholders equity and changes in the financial position of such financial institution and its consolidated subsidiaries for each such fiscal year, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; (i) within ten (10) days following Lessee’s receipt thereof, copies of all material claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); ; and (hj) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).,

Appears in 1 contract

Sources: Master Lease Agreement

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (i) Within ninety-five (95) days after the end of Tenants’ Fiscal Years or concurrently with the filing by Guarantor of its annual report on Form 10K with the SEC, whichever is later: (i) Guarantor’s Financial Statements; (ii) Financials for each of the Facilities for the fiscal year last completed in each case certified by an Officer of Tenant; and (iii) a report with respect to Guarantor’s Financial Statements from Guarantor’s accountants, which report shall be unqualified as to going concern and scope of audit of Guarantor and its subsidiaries and shall provide in substance that (a) within one hundred twenty such consolidated financial statements present fairly the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (120b) that the examination by Guarantor’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (ii) Within fifty (50) days after the end of each of LesseeTenant’s and Guarantor’s fiscal yearsFiscal Year quarters or concurrently with the filing by Guarantor of its quarterly report on Form 10Q with the SEC, whichever is later, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor Guarantor’s Financials for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involvedperiod; (iii) Upon Landlord’s request from time to time, such consolidated additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord may require for its on-going filings with the SEC under both the Securities Act 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 certified filed by nationally recognized certified public accountants. For so long as Lessee and Landlord during the Term of this Master Lease, subject to the conditions that neither Tenant nor Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position 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; provided, however, in the event that Guarantor is no longer a registrant under this Section 25.1.2(a)the Securities Exchange Act of 1934, as amended, Tenant and/or Guarantor shall continue to provide to Landlord the same information that Guarantor would have included in filings on Form 10-Q and Form 10-K if it were such a registrant; (biv) within forty-five Within forty (4540) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year month, a financial report for each of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries Facilities for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level including detailed statements of income and expense and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall have no obligation provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to separately deliver include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Within fifteen (15) Business Days after Tenant’s receipt of a written request from Landlord, copies of the most recent surveys performed by the appropriate governmental agencies for licensing or certification purposes, and any plan of correction submitted by Tenant to such agencies along with evidence as to whether it has yet been approved, or is still under review, by the State; (vi) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to (a) revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property, or (b) 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/Medi-Cal or Medicare or any successor or substitute therefor, if the effect thereof is or reasonably would reasonably be anticipated to be materially adverse to Tenant or the Leased Property, or (iii) seek return of or reimbursement for any funds previously advanced or paid pursuant to any such Required Governmental Approvals program, if the effect thereof is or reasonably would be anticipated to be materially adverse to Tenant or the Leased Property, or (iv) impose any bed hold, limitation on patient admission or similar restriction on the Leased Property for a period in excess of thirty (30) days, or (iv) prosecute any party with respect to the extent operation of any activity on the Leased Property or enjoin any party or seek any civil penalty in excess of Two Hundred Fifty Thousand Dollars ($250,000) in respect thereof; (vii) As soon as it is prepared in a Lease Year, a capital and operating budget for each Facility for that Lessor then has access to and the following Lease Year; and (viii) Within fifteen (15) Business Days after Tenant’s receipt of a web-based system maintained by Lessee that contains written request from Landlord, copies of Medicaid/Medi-Cal rate letters. Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such Required Governmental Approvals)electronic format(s) as may reasonably be required by Landlord from time to time in order to facilitate the integration of such information within Landlord’s internal financial and reporting database.

Appears in 1 contract

Sources: Master Lease (SHG Services, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2023) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2023); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending March 31, 2023) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; and (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. (viii) ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information provided by Tenant to the extent that Lessor then has access such audit is reasonably required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, the calculation of such Required Governmental ApprovalsNet Revenues to the extent reasonably required to confirm Tenant’s compliance with Section 23.3(a) of the Master Lease).

Appears in 1 contract

Sources: Master Lease (PENN Entertainment, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (i) Within one hundred twenty (120) days after the end of Tenant’s Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022) or concurrently with the filing by T▇▇▇▇▇’s Parent of its annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s Parent’s Financial Statements; (y) a certificate, executed by the chief financial officer or treasurer of the Tenant’s Parent certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; and (z) a report with respect to T▇▇▇▇▇’s Parent’s Financial Statements from T▇▇▇▇▇’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such audit or any projected financial performance or covenant default in any Material Indebtedness or this Lease in such twelve month period) and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (ii) Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter ending June 30, 2022) or concurrently with the filing by T▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the SEC, whichever is earlier, a copy of T▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (iii) Promptly following L▇▇▇▇▇▇▇’s request from time to time, (a) five-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, and in a format consistent with Tenant’s Parent’s quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord during the Term of this Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and any other federal, state or local regulatory agency with jurisdiction over GLP or its Subsidiaries subject to Section 23.1(c) below; (iv) Reserved; (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy of the audited consolidated balance sheets of Lessee, Guarantor capital and their respective 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, its consolidated Subsidiaries and Guarantor operating budget for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, for the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, Fiscal Year in accordance with the terms of this Lease, of the subject Facility(ies);which it is delivered; and (hvii) with reasonable promptness, such other information respecting (i) Tenant further agrees to provide the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (iireports to be delivered to Landlord under this Lease in such electronic format(s) 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, in the form of a questionnaire or otherwise, be required by Landlord from time to time; time in order to facilitate Landlord’s internal financial and Portions of this exhibit reporting database. T▇▇▇▇▇ also agrees that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsGaming Revenues).

Appears in 1 contract

Sources: Ground Lease (Bally's Chicago, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2018) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Master Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2018); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2018) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the Commencement Date and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below; (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for the Fiscal Year in which it is delivered; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (Eldorado Resorts, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending [December 31, 201_]) or concurrently with the filing by Tenant’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending [December 31, 201_]); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending [______, 201_]) or concurrently with the last fiscal quarter during any fiscal year filing by Tenant’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of Tenant’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following Landlord’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Promptly Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. Tenant also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Merger Agreement (Gaming & Leisure Properties, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2013) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2014); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending March 31, 2014) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (PENN Entertainment, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (i) Within sixty-five (65) days after the end of Tenant’s Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2025) or concurrently with the filing by T▇▇▇▇▇’s Parent of its annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s Parent’s Financial Statements; (y) a certificate, executed by the chief financial officer or treasurer of the Tenant’s Parent (a) certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (in each case, to the extent such financial covenants were in effect as of the last day of such Fiscal Year); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such audit or any projected financial performance or covenant default in any Material Indebtedness or this Lease in such twelve month period) and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (ii) Within forty-five (45) days (or if requested by Landlord in writing as a result of any regulator (including, but not limited to, the SEC) requiring such information to be included in Landlord’s financial statements, or if T▇▇▇▇▇’s Parent does not publicly file its annual report, within one hundred twenty thirty (12030) days) after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter ending September 30, 2025) or concurrently with the filing by T▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the SEC, whichever is earlier, a copy of Tenant’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (a) certifying that no default has occurred or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (b) setting forth the calculation of the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such quarter (in each case, to the extent such financial covenants were in effect as of the last day of such fiscal quarter) and (c) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (iii) Promptly following L▇▇▇▇▇▇▇’s request from time to time, (a) a one-year forecast of Tenant’s income statement and balance sheets covering the next four calendar quarters, (b) five-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, and, if applicable, in a format consistent with Tenant’s Parent’s quarterly and annual financial statements delivered pursuant to clauses (i) and (ii) above, as applicable, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the Term of this Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and any other federal, state or local regulatory agency with jurisdiction over GLP or its Subsidiaries subject to Section 23.1(c) below; (iv) Within thirty-five (35) days after the end of each of Lessee’s and Guarantor’s fiscal yearscalendar month, a copy of the audited consolidated Tenant’s income statement for such month and Tenant’s balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries sheet as of the end of such fiscal month (which may be subject to quarterly and year-end adjustments and the absence of footnotes) summarizing such month with quarter to date and year to date totals with specificity to enable Landlord to confirm the Adjusted Revenue to Rent Ratio; provided, and related audited consolidated statements however, that with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of income, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor books for such fiscal year, prepared month and in accordance with GAAP applied on a basis consistently maintained throughout sufficient time so that Landlord or its Affiliate is able to include the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have operational results for the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes entire quarter in common stock and other stockholders’ equity and a single audited consolidated statement of changes its current Form 10-Q or Form 10-K (or supplemental report filed in financial position shall be required under this Section 25.1.2(aconnection therewith); (bv) In the event that (1) Tenant’s Parent is no longer subject to the periodic reporting requirements of the Exchange Act and (2) Landlord has notified Tenant in writing that GLP’s asset concentration with Tenant’s Parent is “significant” (within fortythe meaning of Section 2340 of the SEC’s Division of Corporation Finance Financial Reporting Manual or any successor provision), then Tenant’s Parent shall provide audited financial statements upon Landlord’s reasonable request, from time to time, and in any event no later than ninety (90) days after the end of each Fiscal Year, together with (x) any and all necessary consents from Tenant’s Parent and its independent accounting firm for the public filing of any such audited financial statements by GLP and the incorporation of such financial statements into GLP’s periodic reports and registrations statements filed with the SEC, (y) an agreement by T▇▇▇▇▇’s Parent to engage only PCAOB-certified accountants for preparation of its audited financial statements, and (z) an agreement by Tenant’s Parent to cause its independent accounting firm to provide customary comfort letters and consents for any and all capital market transactions entered into by GLP, as applicable; (vi) Within three (3) Business Days after the end of each calendar month, a statement of all costs and expenses due and payable under any Ground Lease, including, without limitation, any ground rent, prepaids and payables, real estate taxes, operating expenses and other lease expenses and payments in relation to such Ground Lease that Tenant is paying on behalf of Landlord pursuant to Section 8.4 hereof; (vii) Within forty five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), first three (i3) a copy fiscal quarters of the unaudited consolidated balance sheets of Lessee, Guarantor each Fiscal Year and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and sixty five (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (12065) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year the Adjusted Revenue to Rent Ratio, and together with the annual audit report furnished which may be disclosed by Landlord 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the samepublic filings; (dviii) within twenty Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such agency or entity (20any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (ix) Commencing upon the Completion of the Chicago Project, as soon as it is prepared and in no event later than sixty (60) days after the end of each calendar monthFiscal Year, Facility level statements of income a capital and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type operating budget for each the Facility for each such calendar month;the Fiscal Year in which it is delivered; and (ex) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect Tenant further agrees to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) provide the financial and operational condition reports to be delivered to Landlord under this Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and affairs of Lessee, any Guarantor reporting database and each Facility, (ii) the physical condition of the Leased Property and permit Landlord to calculate any Capital Additions and (iii) any suspected Transferrent, including the then equity fee or voting ownership in Lessee or in any Controlling Person(s), in each case as Lessor may reasonably request, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit other payments due under Ground Leases. T▇▇▇▇▇ also agrees that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Lease (Bally's Chicago, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2018) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Master Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2018); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2018) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of ▇▇▇▇▇▇’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (Eldorado Resorts, Inc.)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty Included in Schedule 4.04 of the Banner Disclosure Schedules are (120i) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Banner as of the end of such fiscal yearDecember 31, 2018, and the related audited unaudited consolidated statements of incomeoperations, 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Persondeficit), (i) a copy of and cash flows for the unaudited consolidated balance sheets of Lesseetwelve months ended December 31, Guarantor and their respective consolidated Subsidiaries as of 2018, including the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarternotes thereto, and (ii) a Portions the unaudited condensed consolidated balance sheet of this exhibit that Banner as of June 30, 2019, and the related unaudited condensed consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the six month period ended June 30, 2019, together with the notes thereto. (b) The financial statements of Banner delivered pursuant to Section 4.04(a) have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP generally accepted accounting principles consistently applied on a basis consistently maintained throughout the applicable period;periods involved as explained in the notes to such financial statements. The Banner financial statements present fairly, in all material respects, as of their respective dates, the financial condition of Banner. Banner did not have, as of the date of any such financial statements, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in any financial statement or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein present fairly the assets of Banner in accordance with generally accepted accounting principles. The statements of operations and cash flows present fairly the financial position and result of operations of Banner as of their respective dates and for the respective periods covered thereby. (c) within one hundred twenty As of the Effective Date, Banner has filed or will file prior to the Closing Date all tax returns required to be filed by it from its inception to the Closing Date. All such returns and reports are accurate and correct in all material respects. Banner has no material liabilities with respect to the payment of any federal, state, county, local, or other taxes (120including any deficiencies, interest, or penalties) days after accrued for or applicable to the end period ended on the date of each the most recent balance sheet of Lessee’s Banner, except to the extent reflected on such balance sheet, or for such other dates and Guarantor’s fiscal yearsyears and periods prior thereto for which Banner may at said date have been liable in its own right or as transferee of the assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and together with no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated. None of such income tax returns has been examined or is currently being examined by the annual audit report furnished in accordance with clause (a) aboveInternal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, an Officer’s Certificate stating that proposed or contemplated. Banner has not made any election pursuant to the best of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance provisions of any applicable tax laws (other than elections that relate solely to methods of the terms of this Leaseaccounting, depreciation, or if Lessee shall amortization) that would have an adverse effect on Banner, its financial condition, its business as presently conducted or proposed to be in defaultconducted, specifying all such defaults, or any of its respective properties or assets. There are no outstanding agreements or waivers extending the nature thereof, and the steps being taken statutory period of limitation applicable to remedy the same;any tax return of Banner. (d) within twenty The books and records, financial and otherwise, of Banner are in all material respects complete and correct and have been maintained in accordance with sound business and bookkeeping practices so as to accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets of Banner, and Banner has maintained a system of internal accounting controls sufficient to provide reasonable assurances that (20i) days after transactions have been and are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the end preparation of each calendar month, Facility level financial statements of income in conformity with generally accepted accounting principles or any other criteria applicable to such statements and detailed operational statistics regarding occupancy rates, patient to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and resident mix and patient and resident rates by type (iv) the recorded accountability for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed assets is compared with the existing assets at reasonable intervals, and appropriate governmental agency for each Facility (provided, however, action is taken with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commissiondifferences. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Merger Agreement (Mount TAM Biotechnologies, Inc.)

Statements. Lessee Tenant shall furnish the following statements to Lessor: Landlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2018) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Master Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2018); and (z) a report with respect to ▇▇▇▇▇▇’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to 84 ACTIVE/103726432.5 US-DOCS\116344257.8 going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) within that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (ii) Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2018) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of Tenant’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the Commencement Date and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following Landlord’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the same; Section 23.1(c) below; (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with ▇▇▇▇▇▇’s income statement for such month and ▇▇▇▇▇▇’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web85 ACTIVE/103726432.5 US-based system maintained by Lessee that contains copies of such Required Governmental Approvals).DOCS\116344257.8

Appears in 1 contract

Sources: Master Lease (Gaming & Leisure Properties, Inc.)

Statements. Lessee Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income (not including any contributions to Lessorany FF&E Reserve), and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within one hundred twenty ninety (12090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of Lesseethe first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018); and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s and Guarantor’s fiscal years, qualification as a copy “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to CEC: (a) annual financial statements audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared by CEC’s Accountant in accordance with GAAP applied on covering such Fiscal Year and containing statement of profit and loss, a basis consistently maintained throughout balance sheet, and statement of cash flows for CEC, including the period involved, report thereon by such Accountant which shall be unqualified as to scope of audit of CEC and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); of CEC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by CEC’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within forty-five ninety (4590) days after the end of each fiscal quarter Fiscal Year (other than commencing with the last fiscal quarter during any fiscal year Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for CEC, changes together with a certificate, executed by the chief financial officer or treasurer of CEC certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of CEC and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes) which shall be provided within sixty (c) within one hundred twenty (12060) days after the end of each of Lessee’s the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017); (c) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or if Lessee shall be in defaultlocal regulatory agency with jurisdiction over Landlord, specifying all such defaultsPropCo 1, the nature thereof, and the steps being taken PropCo or Landlord REIT subject to remedy the sameSection 23.1(c) below; (div) within twenty As soon as it is prepared and in no event later than sixty (2060) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to the prior Lease Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant (or Manager) from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, Facility level statements a schedule containing any additions to or retirements of income any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and detailed operational statistics regarding occupancy ratesany improvements thereto, patient substantially in the form attached hereto as Exhibit D, and resident mix such additional customary and patient and resident rates reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by type Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for each Facility for each such calendar monthpropco-opco separation used as of the Commencement Date; (evii) upon request by Lessor Within three (but not more frequently than once each fiscal year 3) Business Days of Lessee)obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies giving of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, notice or the condition passage of each Facility, time would ripen into a Tenant Event of Default and involving an actual that (individually or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, collectively would be reasonably likely expected to have result in a material adverse effect on the continued operation, Tenant or in accordance with the terms of this Lease, respect of the subject Facility(iesFacility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (hviii) with Such additional customary and reasonable promptness, such other financial information respecting (i) related to the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, Tenant, CEOC, CEC and their Affiliates which shall be limited to balance sheets and income statements (ii) the physical condition of the Leased Property and, without limitation, all information concerning Tenant, CEOC, CEC and any Capital Additions and (iii) any suspected Transferof their Affiliates, including respectively, or the then equity Facility or voting ownership in Lessee or in any Controlling Person(sthe business of Tenant conducted thereat required pursuant to the Fee Mortgage Documents, within the applicable timeframes required thereunder), in each case as Lessor may reasonably requestbe required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3; (ix) The compliance certificates, in the form of a questionnaire or otherwise, from time to time; as and Portions of this exhibit that have been marked by [***] have been omitted when required pursuant to a request for confidential treatment filed separately with the Securities Section 4.3; and (x) The Annual Capital Budget as and Exchange Commissionwhen required in Section 10.5. (ixi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably promptly following Lessor’s request thereforpossible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of all Required Governmental Approvals Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for each any prior periods required thereunder), if and to the extent such Facility compliance with federal securities laws, including Regulation S-X (providedand for any prior periods required thereunder), howeveris required to enable Landlord, that Lessee shall have no obligation PropCo 1, PropCo or Landlord REIT to separately deliver copies of any (x) file such Required Governmental Approvals Financial Statements with the SEC if and to the extent that Lessor then has access Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a web-based system maintained financing contemplated by Lessee that contains copies of such Required Governmental Approvalsand to the extent required by Section 23.2(b).

Appears in 1 contract

Sources: Lease Agreement (CAESARS ENTERTAINMENT Corp)

Statements. Lessee shall Deliver to the Administrative Agent (which will promptly furnish the following statements such information to Lessor:each Lender): (a) as soon as available, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of Lessee’s and Guarantor’s the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the fiscal yearsyear ended December 31, 2020, a copy consolidated balance sheet of the audited consolidated balance sheets of Lessee, Guarantor Borrower and their respective consolidated its Restricted Subsidiaries as of at the end of such fiscal year, and the related audited consolidated statements of incomeincome or operations, changes in common stock shareholders’ equity, and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involvedGAAP, such consolidated financial statements to be audited by an independent certified by public accountant of nationally recognized certified public accountants. For so long as Lessee standing reasonably acceptable to the Required Lenders, and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement accompanied by an opinion of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position such accountants which opinion shall be required prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than solely with respect to, or resulting solely from an upcoming maturity date under this Section 25.1.2(a)Agreement occurring within one year from the time such opinion is delivered) or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within forty-five (45) 45 days after the end of each of the first three fiscal quarter (other than the last fiscal quarter during any quarters of each fiscal year of the applicable PersonBorrower (or, if earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), (i) a copy consolidated balance sheet of the unaudited consolidated balance sheets of Lessee, Guarantor Borrower and their respective consolidated its Restricted Subsidiaries as of at the end of such fiscal quarter, and the related unaudited consolidated statementsstatements of income or operations, changes in common stock and other stockholdersshareholdersequity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarterequity, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request cash flows for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year-to-date, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all cases prepared material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP applied on a basis consistently maintained throughout GAAP, subject only to normal year-end audit adjustments and the applicable periodabsence of footnotes; (c) within one hundred twenty (120) days after in the end event that any Unrestricted Subsidiaries exist at such time, then simultaneously with the delivery of each set of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished consolidated financial statements referred to in accordance with clause clauses (a) and (b) above, an Officer’s Certificate stating that a summary statement, prepared in good faith by a Responsible Officer of the Borrower, reflecting adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements. As to any information contained in materials furnished pursuant to Section 6.02(b), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein. Documents required to be delivered pursuant to this Section or Section 6.02(b) (to the best of the signer’s knowledge and belief after making due inquiry, Lessee is not extent any such documents are included in default in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report materials otherwise filed with the appropriate governmental agency for each Facility (providedSEC and available in ​ ​ ​ ​ -98- ​ ​ ​ ▇▇▇▇▇) may be delivered electronically and if so delivered, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely deemed to have a material adverse effect been delivered on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting date (i) on which the financial and operational condition and affairs of LesseeBorrower posts such documents, any Guarantor and each Facility, or provide a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; (ii) on which such documents are posted on the physical condition of Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Leased Property and any Capital Additions and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) any suspected Transferon which such report is filed electronically with the SEC’s ▇▇▇▇▇ system. Notwithstanding anything contained herein, including unless the then equity or voting ownership in Lessee or in any Controlling Person(s)Administrative Agent otherwise agrees, in each case as Lessor may reasonably request, in every instance the form of a questionnaire or otherwise, from time Borrower shall be required to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, provide paper copies of all Required Governmental Approvals the Compliance Certificates required by Section 6.02 to the Administrative Agent. Except for each such Facility (providedCompliance Certificates, however, that Lessee the Administrative Agent shall have no obligation to separately deliver request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such Required Governmental Approvals request for delivery, and each Lender shall be solely responsible for requesting delivery to the extent that Lessor then has access to a web-based system maintained by Lessee that contains it or maintaining its copies of such Required Governmental Approvals)documents.

Appears in 1 contract

Sources: Credit Agreement (TopBuild Corp)

Statements. Lessee Tenant shall furnish or cause to be furnished the following to Landlord: (i) On or before twenty-five (25) days after the end of each calendar month the following items as they pertain to Tenant: (A) an occupancy report for the subject month, including an average daily rate and revenue per available room for the subject month, and (B) monthly and year-to-date operating statements prepared for each calendar month, noting gross revenue, net revenue, operating expenses and operating income (not including any contributions to Lessorany FF&E Reserve), and other information reasonably necessary and sufficient to fairly represent the financial position and results of operations of Tenant during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses. (ii) As to CEOC: (a) annual financial statements audited by CEOC’s Accountant in accordance with GAAP covering such Fiscal Year and containing statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with (1) a report thereon by such Accountant which report shall be unqualified as to scope of audit of CEOC and its Subsidiaries and shall provide in substance that (A) such Financial Statements present fairly the consolidated financial position of CEOC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (B) that the audit by such Accountant in connection with such Financial Statements has been made in accordance with GAAP and (2) a certificate, executed by the chief financial officer or treasurer of CEOC certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, all of which shall be provided within one hundred twenty ninety (12090) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of a statement of profit and loss, a balance sheet, and statement of cash flows for CEOC, together with a certificate, executed by the chief financial officer or treasurer of CEOC (A) certifying that no Tenant Event of Default has occurred or, if a Tenant Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (B) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of CEOC and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), all of which shall be provided (x) within sixty (60) days after the end of each of Lesseethe first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending March 31, 2018); and (c) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the SEC under both the Securities Act and the Exchange Act, including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during the Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s and Guarantor’s fiscal years, qualification as a copy “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or local regulatory agency with jurisdiction over Landlord, PropCo 1, PropCo or Landlord REIT, in each case of clause (i), (ii) and (iii), subject to Section 23.1(c) below. (iii) As to CEC: (a) annual financial statements audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared by CEC’s Accountant in accordance with GAAP applied on covering such Fiscal Year and containing statement of profit and loss, a basis consistently maintained throughout balance sheet, and statement of cash flows for CEC, including the period involved, report thereon by such Accountant which shall be unqualified as to scope of audit of CEC and its Subsidiaries and shall provide in substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); of CEC and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the audit by CEC’s Accountant in connection with such Financial Statements has been made in accordance with GAAP, which shall be provided within forty-five ninety (4590) days after the end of each fiscal quarter Fiscal Year (other than commencing with the last fiscal quarter during any fiscal year Fiscal Year ending December 31, 2017); (b) quarterly unaudited financial statements, consisting of the applicable Person)a statement of profit and loss, (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quartersheet, and related unaudited consolidated statementsstatement of cash flows for CEC, changes together with a certificate, executed by the chief financial officer or treasurer of CEC certifying that such Financial Statements fairly present, in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of CEC and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable period; absence of footnotes) which shall be provided within sixty (c) within one hundred twenty (12060) days after the end of each of Lessee’s the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending September 30, 2017); (c) such additional information and Guarantor’s fiscal yearsunaudited quarterly financial information concerning the Leased Property and Tenant, which information shall be limited to balance sheets, income statements, and together statements of cash flow, as Landlord, PropCo 1, PropCo or Landlord REIT may require for any ongoing filings with or reports to (i) the annual audit report furnished in accordance with clause (a) aboveSEC under both the Securities Act and the Exchange Act, an Officer’s Certificate stating that including, but not limited to 10-Q Quarterly Reports, 10-K Annual Reports and registration statements to be filed by Landlord, PropCo 1, PropCo or Landlord REIT during 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 Term of this Lease, (ii) the Internal Revenue Service (including in respect of Landlord REIT’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and (iii) any other federal, state or if Lessee shall be in defaultlocal regulatory agency with jurisdiction over Landlord, specifying all such defaultsPropCo 1, the nature thereof, and the steps being taken PropCo or Landlord REIT subject to remedy the sameSection 23.1(c) below; (div) within twenty As soon as it is prepared and in no event later than sixty (2060) days after the end of each Fiscal Year, a statement of Net Revenue with respect to the Facility with respect to the prior Lease Year (subject to the additional requirements as provided in Section 3.2 hereof in respect of the periodic determination of the Variable Rent hereunder); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, (x) any Gaming License, or (y) any other license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property which, in any case under this clause (y) (individually or collectively), would be reasonably expected to cause a material adverse effect on Tenant or in respect of the Facility (and, without limitation, Tenant shall (A) keep Landlord apprised of (1) the status of any annual or other periodic Gaming License renewals, and (2) the status of non-routine matters before any applicable gaming authorities, and (B) promptly deliver to Landlord copies of any and all non-routine notices received (or sent) by Tenant (or Manager) from (or to) any Gaming Authorities); (vi) Within ten (10) Business Days after the end of each calendar month, Facility level statements a schedule containing any additions to or retirements of income any fixed assets constituting Leased Property, describing such assets in summary form, their location, historical cost, the amount of depreciation and detailed operational statistics regarding occupancy ratesany improvements thereto, patient substantially in the form attached hereto as Exhibit D, and resident mix such additional customary and patient and resident rates reasonable financial information with respect to such fixed assets constituting Leased Property as is reasonably requested by type Landlord, it being understood that Tenant may classify any asset additions in accordance with the fixed asset methodology for each Facility for each such calendar monthpropco-opco separation used as of the Commencement Date; (evii) upon request by Lessor Within three (but not more frequently than once each fiscal year 3) Business Days of Lessee)obtaining actual knowledge of the occurrence of a Tenant Event of Default (or of the occurrence of any facts or circumstances which, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies giving of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, notice or the condition passage of each Facility, time would ripen into a Tenant Event of Default and involving an actual that (individually or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, collectively would be reasonably likely expected to have result in a material adverse effect on the continued operation, Tenant or in accordance with the terms of this Lease, respect of the subject Facility(iesFacility), a written notice to Landlord regarding the same, which notice shall include a detailed description of the Tenant Event of Default (or such facts or circumstances) and the actions Tenant has taken or shall take, if any, to remedy such Tenant Event of Default (or such facts or circumstances); (hviii) with Such additional customary and reasonable promptness, such other financial information respecting (i) related to the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, Tenant, CEOC, CEC and their Affiliates which shall be limited to balance sheets and income statements, as may be required by any Fee Mortgagee as an Additional Fee Mortgagee Requirement hereunder to the extent required by Section 31.3 (ii) the physical condition of the Leased Property and, without limitation, all information concerning Tenant, CEOC, CEC and any Capital Additions and (iii) any suspected Transferof their Affiliates, including respectively, or the then equity Facility or voting ownership in Lessee or in any Controlling Person(s), in each case as Lessor may reasonably request, in the form business of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted Tenant conducted thereat required pursuant to a request for confidential treatment filed separately with the Securities Fee Mortgage Documents, within the applicable timeframes required thereunder); (ix) The compliance certificates, as and Exchange Commissionwhen required pursuant to Section 4.3; and (x) The Annual Capital Budget as and when required in Section 10.5. (ixi) The monthly revenue and Capital Expenditure reporting required pursuant to Section 10.5(b); (xii) Together with the monthly reporting required pursuant to the preceding clause (xi), an updated rent roll and a summary of all leasing activity then taking place at the Facility; (xiii) Operating budget for Tenant for each Fiscal Year, which shall be delivered to Landlord no later than fifty-five (55) days following the commencement of the Fiscal Year to which such operating budget relates; (xiv) Within five (5) Business Days after request (or as soon thereafter as may be reasonably promptly following Lessor’s request thereforpossible), such further detailed information reasonably available to Tenant with respect to Tenant as may be reasonably requested by Landlord; (xv) The quarterly reporting in respect of Bookings required pursuant to Section 22.7 of this Lease; (xvi) The reporting/copies of all Required Governmental Approvals Subleases made by Tenant in accordance with Section 22.3; (xvii) Any notices or reporting required pursuant to Article XXXII hereof or otherwise pursuant to any other provision of this Lease; and (xviii) The monthly reporting required pursuant to Section 4.1 hereof. The Financial Statements provided pursuant to Section 23.1(b)(iii) shall be prepared in compliance with applicable federal securities laws, including Regulation S-X (and for each any prior periods required thereunder), if and to the extent such Facility compliance with federal securities laws, including Regulation S-X (providedand for any prior periods required thereunder), howeveris required to enable Landlord, that Lessee shall have no obligation PropCo 1, PropCo or Landlord REIT to separately deliver copies of any (x) file such Required Governmental Approvals Financial Statements with the SEC if and to the extent that Lessor then has access Landlord, PropCo 1, PropCo or Landlord REIT is required to file such Financial Statements with the SEC pursuant to Legal Requirements or (y) include such Financial Statements in an offering document if and to the extent that Landlord, PropCo 1, PropCo or Landlord REIT is reasonably requested or required to include such Financial Statements in any offering document in connection with a web-based system maintained financing contemplated by Lessee that contains copies of such Required Governmental Approvalsand to the extent required by Section 23.2(b).

Appears in 1 contract

Sources: Lease Agreement (Vici Properties Inc.)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.and (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Transactions and Cooperation Agreement (Brookdale Senior Living Inc.)

Statements. Lessee shall Deliver to the Administrative Agent (which will promptly furnish the following statements such information to Lessor:each Lender): (a) as soon as available, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of Lessee’s and Guarantor’s the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the fiscal yearsyear ended December 31, 2020, a copy consolidated balance sheet of the audited consolidated balance sheets of Lessee, Guarantor Borrower and their respective consolidated its Restricted Subsidiaries as of at the end of such fiscal year, and the related audited consolidated statements of incomeincome or operations, changes in common stock shareholders’ equity, and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involvedGAAP, such consolidated financial statements to be audited by an independent certified by public accountant of nationally recognized certified public accountants. For so long as Lessee standing reasonably acceptable to the Required Lenders, and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement accompanied by an opinion of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position such accountants which opinion shall be required prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than solely with respect to, or resulting solely from an upcoming maturity date under this Section 25.1.2(a)Agreement occurring within one year from the time such opinion is delivered) or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within forty-five (45) 45 days after the end of each of the first three fiscal quarter (other than the last fiscal quarter during any quarters of each fiscal year of the applicable PersonBorrower (or, if earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), (i) a copy consolidated balance sheet of the unaudited consolidated balance sheets of Lessee, Guarantor Borrower and their respective consolidated its Restricted Subsidiaries as of at the end of such fiscal quarter, and the related unaudited consolidated statementsstatements of income or operations, changes in common stock and other stockholdersshareholdersequity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarterequity, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request cash flows for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year-to-date, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all cases prepared material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower ​ and its Restricted Subsidiaries in accordance with GAAP applied on a basis consistently maintained throughout GAAP, subject only to normal year-end audit adjustments and the applicable periodabsence of footnotes; (c) within one hundred twenty (120) days after in the end event that any Unrestricted Subsidiaries exist at such time, then simultaneously with the delivery of each set of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished consolidated financial statements referred to in accordance with clause clauses (a) and (b) above, an Officer’s Certificate stating that a summary statement, prepared in good faith by a Responsible Officer of the Borrower, reflecting adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements. As to any information contained in materials furnished pursuant to Section 6.02(b), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein. Documents required to be delivered pursuant to this Section or Section 6.02(b) (to the best of the signer’s knowledge and belief after making due inquiry, Lessee is not extent any such documents are included in default in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report materials otherwise filed with the appropriate governmental agency for each Facility (providedSEC and available in ▇▇▇▇▇) may be delivered electronically and if so delivered, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely deemed to have a material adverse effect been delivered on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting date (i) on which the financial and operational condition and affairs of LesseeBorrower posts such documents, any Guarantor and each Facility, or provide a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; (ii) on which such documents are posted on the physical condition of Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Leased Property and any Capital Additions and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) any suspected Transferon which such report is filed electronically with the SEC’s ▇▇▇▇▇ system. Notwithstanding anything contained herein, including unless the then equity or voting ownership in Lessee or in any Controlling Person(s)Administrative Agent otherwise agrees, in each case as Lessor may reasonably request, in every instance the form of a questionnaire or otherwise, from time Borrower shall be required to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, provide paper copies of all Required Governmental Approvals the Compliance Certificates required by Section 6.02 to the Administrative Agent. Except for each such Facility (providedCompliance Certificates, however, that Lessee the Administrative Agent shall have no obligation to separately deliver request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such Required Governmental Approvals request for delivery, and each Lender shall be solely responsible for requesting delivery to the extent that Lessor then has access to a web-based system maintained by Lessee that contains it or maintaining its copies of such Required Governmental Approvals)documents.

Appears in 1 contract

Sources: Credit Agreement (TopBuild Corp)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.and (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease and Security Agreement (Hcp, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Year or within five (5) Business Days following the filing by T▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC with respect to such Fiscal Year (commencing with the first full Fiscal Year ending after the Commencement Date), whichever is later: (x) Tenant’s Parent’s Financial Statements and GuarantorTenant’s fiscal yearsFinancial Statements; (y) a certificate, executed by an officer of Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (b) setting forth the calculation of the audited financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the first full Fiscal Year ending after the Commencement Date); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and shall provide in substance that (a) such consolidated balance sheets financial statements present fairly the consolidated financial position of Lessee, Guarantor Tenant’s Parent and their respective consolidated its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the end of periods indicated in conformity with GAAP and (b) that the examination by T▇▇▇▇▇’s Parent’s accountants in connection with T▇▇▇▇▇’s Parent’s Financial Statements has been made in accordance with generally accepted auditing standards; provided, however, it is understood that with respect to Tenant’s Financial Statements, such fiscal yearFinancial Statements will not be audited, and related audited consolidated statements of incomehowever, changes in common stock and other stockholders’ equity and changes in the officer’s certificate provided under subclause (y) above shall further certify that the financial position and results of Lessee, operations of Tenant and its Subsidiaries are reflected in the Tenant Financial Statements and roll up into the Financial Statements of Tenant’s Parent on a consolidated Subsidiaries and Guarantor for such fiscal year, prepared basis in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements (subject to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal normal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a-end audit adjustments); (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of Tenant’s Parent’s Fiscal Year or within five (5) Business Days following the filing by T▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the SEC with respect to such fiscal quarter (other than commencing with the last first full fiscal quarter during any fiscal year ending after the Commencement Date for which a filing of Form 10-Q with the applicable PersonSEC is required), whichever is later, a copy of Tenant’s Parent and T▇▇▇▇▇’s Financial Statements for such period, together with a certificate, executed by an officer of Tenant’s Parent (i) certifying that no default has occurred under this Master Lease or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets financial covenants set forth in Section 23.3 hereof in reasonable detail as of Lesseesuch quarter, Guarantor to the extent one complete Test Period has been completed following the Commencement Date and (iii) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent, Tenant and their respective Subsidiaries on a consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout the applicable period(subject to normal year-end audit adjustments); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following L▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovesuch additional financial information and projections as may be reasonably requested by Landlord concerning Tenant, an Officerits Subsidiaries and the Guarantors in connection with syndications, private placements, or public offerings of Landlord’s Certificate stating debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord during the Term of this Master Lease; provided that any such information or projections shall be delivered to Landlord subject to the best provisions 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the sameSection 23.2 below; (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income quarter and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee)year, a copy of each cost report filed with Tenant’s income statement for such month, quarter or fiscal year, as applicable, and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month, quarter and fiscal year, as applicable ($1,500) for each of which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliates is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and revenue and EBITDA budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate L▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. T▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with this Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (Boyd Gaming Corp)

Statements. Lessee Tenant shall furnish the following statements (each a “Financial Statement” and collectively the “Financial Statements”) to LessorLandlord: (ai) within one hundred twenty as soon as available and in no event later than ninety (12090) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy of the its audited consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders' equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal yearFiscal Year, and related audited setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements of income, changes present fairly in common stock and other stockholders’ equity and changes in all material respects the financial position condition and results of Lessee, operations of Tenant and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout and the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement applicable requirements of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)Regulation S-X; (bii) within as soon as available and in no event later than forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person)first three Fiscal Quarters of each Fiscal Year, (i) a copy of the unaudited its consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders' equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal quarterFiscal Quarter and the then elapsed portion of the Fiscal Year, and related unaudited consolidated statementssetting forth in each case in comparative form the figures for the corresponding period or periods of (or, changes in common stock and other stockholders’ equity and changes in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial Officer of Tenant as presenting fairly in all material respects the financial position condition and results of Lessee, Guarantor operations of Tenant and their respective its consolidated Subsidiaries for such fiscal quarterin accordance with GAAP and the applicable requirements of Regulation S-X, subject to normal year-end audit adjustments and the absence of footnotes; (iii) concurrently with any delivery of financial statements under clause (i) or (ii) above, a certificate of a Financial Officer of Holdings (a “Compliance Certificate”) (i) certifying as to whether an Event of Default has occurred under this CLEC Master Lease and, if an Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) a Portions containing all information and calculations reasonably necessary for Landlord to determine compliance by Tenant and its Subsidiaries of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement covenants contained in Section 8.5 as of income the last day of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-dateor fiscal year of the Tenant, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout as the applicable period;case may be; and (civ) within one hundred twenty sixty (12060) days after the beginning of each Fiscal Year, a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of each and for such Fiscal Year and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of Lessee’s and Guarantor’s fiscal years, and together with such budget approved by the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that to the best board of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance directors of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the sameHoldings; (dv) within twenty (20) days promptly after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; same (ei) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereofbecome publicly available, copies of all material written communications received periodic and other reports, proxy statements and other materials filed by Lessee from Tenant or any regulatory agency relating to of its Subsidiaries with the SEC or with any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenancenational securities exchange, or distributed by 9393 Tenant to its shareholders generally, as the condition of each Facility, case may be and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (gii) promptly upon Lessee’s receipt thereofare delivered to the Credit Agreement Agent, copies of all claims, reports, complaints, notices, warnings compliance certificates or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with similar reports under the terms of this Leasethe Credit Agreement; and (vi) prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs Primary Intended Use of Lessee, all or any Guarantor and each Facility, (ii) the physical condition portion 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionProperty. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Clec Master Lease (Uniti Group Inc.)

Statements. Lessee shall furnish the following statements to Lessor: : (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s and Guarantor’s 's fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor Lessee and their respective 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, Lessee and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); ; (b) within forty-five (45) 120 days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s 's fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s 's Certificate stating that to the best of the signer’s '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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; ; (dc) within twenty thirty (2030) days after the end of each calendar month for those months occurring from the Original Lease Commencement Date to three months after the first month in which the average Cash Flow Coverage for any Facility equals or exceeds 1.3 for such month, Facility level 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 such Facility; and thereafter within sixty (60) days after the end of each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee)'s quarters, all quarterly 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 such Facility; (d) within 120 days after the end of each of Lessee's fiscal years, a copy of each cost report report, if any, filed with the appropriate governmental agency for each Facility Facility; (providede) within thirty (30) days after they are required to be filed with the SEC, howevercopies of any annual reports and of information, with respect to each request therefordocuments and other reports, if Lessee’s reasonable costs and expenses incurred in assembling and delivering or copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500portions of any of the foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) for of the applicable request, Lessor shall reimburse Lessee for the amount Securities Exchange Act of such reasonable costs and expenses actually incurred by Lessee in complying with such request); 1934; (f) promptly upon Lessee’s within three (3) Business Days after ▇▇▇▇▇▇'s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of any Facility for purposes of licensure, 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 each any 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 each such Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; such Facility's license to be operated in accordance with its Primary Intended Use; (g) promptly to the extent reasonably obtainable by Lessee, within 120 days after the end of each fiscal year of the financial institution issuing the letter of credit required under Article XXI, a copy of the audited consolidated balance sheets of such financial institution as of the end of such fiscal year, and related unaudited consolidated statements of income, changes in common stock and other stockholders equity and changes in the financial position of such financial institution and its consolidated subsidiaries for each such fiscal year, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; (h) immediately upon Lessee’s ▇▇▇▇▇▇'s receipt thereof, copies of all material claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s 's use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); ; and (hi) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor Lessee and each Facility, (ii) Facility and 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 Addition thereto as Lessor may reasonably request, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease (Emeritus Corp\wa\)

Statements. Lessee shall furnish the following statements ---------- to Lessor within thirty (30) days after Lessor's written request therefor, except for the statements required by subsections (a), (c), (e), (f) and (g) below, which shall be provided as and when required: (a) within one hundred twenty (120) 120 days after the end of the fiscal year of each of Lessee’s and Guarantor’s fiscal yearsthe following Persons, as applicable, a copy of (i) the audited consolidated balance sheets Consolidated Financials of LesseeKindred Healthcare, Guarantor Inc. and their respective its consolidated Subsidiaries as of the end of such the most recent ended fiscal year, and related audited consolidated statements of income, changes in common stock and other stockholders' equity and changes in the financial position of LesseeKindred Healthcare, Inc. and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involvedGAAP, such consolidated financial Consolidated Financial statements to be certified by nationally recognized certified public accountants. For so long as ; and (ii) if prepared and made available to creditors of Kindred Healthcare, Inc. or any other Guarantor and/or Lessee, audited (or if prepared, but unaudited and made available to other creditors, unaudited) Consolidated Financials of any such other Guarantor, Lessee and Guarantor have the same fiscal yearany other material Subsidiary of Kindred Healthcare, only a single audited consolidated balance sheetInc. (i.e., a single audited consolidated statement Subsidiary of incomeKindred Healthcare, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); Inc. which generates Fifteen Percent (b15%) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year or more of the applicable Person)consolidated revenues of Kindred Healthcare, (iInc.) a copy and each of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such the most recently ended fiscal quarteryear, and related unaudited audited (if prepared, but unaudited, unaudited) consolidated statementsstatements income, changes in common stock or membership interests and other stockholders' or members' equity and changes in the financial position of Lesseeany such other Guarantor, Guarantor Lessee and/or such a material Subsidiary of Kindred Healthcare, Inc. and their respective consolidated Subsidiaries for such fiscal quarteryear, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable periodGAAP; (cb) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s 's Certificate of Lessee stating that to the best of the signer’s '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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (dc) during the last eighteen (18) months of the Term, within twenty thirty (2030) days after the end same are required to be submitted or delivered to the appropriate governmental agency for such Facility, all monthly 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 each calendar monthFacility; and during all other periods during the Term, Facility level within thirty (30) days after the same are required to be submitted or delivered to the appropriate governmental agency for such Facility, all quarterly 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 each Facility for each such calendar monthLessee's most recently ended quarter; (ed) upon request by Lessor within thirty (but not more frequently than once each fiscal year 30) days after the same are required to be submitted or delivered to the appropriate governmental agency for such Facility, copies of Lessee), a copy of each the then most recent cost report for each Facility which is required to be filed or submitted with the appropriate governmental agency for each Facility such Facility; (providede) within thirty (30) days after the same are required to be filed, howevercopies of the most recent annual reports and of information, with respect to each request therefordocuments and other reports, if Lessee’s reasonable costs and expenses incurred in assembling and delivering or copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500portions of any of the foregoing as the SEC may prescribe in connection therewith and which Lessee or Guarantor is required to file with the SEC pursuant to Section 13 or 15(d) for of the applicable request, Lessor shall reimburse Lessee for the amount Securities Exchange Act of such reasonable costs and expenses actually incurred by Lessee in complying with such request)1934; (f) promptly upon Lessee’s within thirty (30) days after receipt thereofof the same, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of any Facility for purposes of licensure, Medicare and Medicaid certification and accreditation (including plans of correction) and (ii) any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each any 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 each any Facility. Within three (3) days of receipt of the same, copies of all written communications received by Lessee from any regulation agency and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way Facility's license to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, operated in accordance with the terms of this Lease, of the subject Facility(ies)its Primary Intended Use; (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease (Kindred Healthcare Inc)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished in accordance with clause (a) abovea)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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.and (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease and Security Agreement (Brookdale Senior Living Inc.)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty 120 days after the end of Parent’s fiscal year, a copy of (120i) the audited consolidated balance sheet of Parent and its Subsidiaries, consolidated statements of income, shareholders’ equity, and cash flows for Parent for such fiscal year, and (ii) the unaudited consolidating balance sheet of Parent and its Subsidiaries, consolidating statements of income, shareholders’ equity, and cash flows for Parent and its Subsidiaries for such fiscal year, all of which shall be prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such audited 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 years, a copy of the audited unaudited consolidated balance sheets of Lessee, Guarantor and their respective its consolidated Subsidiaries and Guarantor as of the end of such fiscal year, and related audited unaudited 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) 120 days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty forty-five (2045) days after the end of each calendar monthof the first twelve (12) months of the Term and the last eighteen (18) months of the Term, Facility level 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 each Facility Facility; and otherwise within forty-five (45) days after the end of each of Lessee’s quarters, all quarterly 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 each such calendar monthFacility; (e) upon request by Lessor within thirty (but not more frequently than once each fiscal year of Lessee)30) days after filing, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request)Facility; (f) promptly upon 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 foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; (g) within ten (10) days following Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of each Facility for purposes of licensure, 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 each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental ApprovalFacility’s license to be operated in accordance with its Primary Intended Use; (gh) promptly upon within 120 days after the end of each fiscal year of the financial institution issuing the letter of credit required under Article XXI, if any, a copy of the audited consolidated balance sheets of such financial institution as of the end of such fiscal year, and related unaudited consolidated statements of income, changes in common stock and other stockholders equity and changes in the financial position of such financial institution and its consolidated subsidiaries for each such fiscal year, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; (i) within ten (10) days following Lessee’s receipt thereof, copies of all material claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);; and (hj) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).,

Appears in 1 contract

Sources: Master Lease (Capital Senior Living Corp)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant’s Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2018) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Master Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2018); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2018) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial |US-DOCS\126208570.12|| officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the Commencement Date and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant’s Certificate stating that Parent’s quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below; (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall have no obligation provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to separately deliver copies include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord of any action, proposal or investigation by any agency or entity, or complaint to such Required Governmental Approvals agency or entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for the Fiscal Year in which it is delivered; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate ▇▇▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall |US-DOCS\126208570.12|| have audit rights with respect to such information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (Caesars Entertainment, Inc.)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, a copy of the audited consolidated unaudited (or if available, audited) balance sheets of Lessee, its operating Affiliate(s) and Guarantor and their respective its consolidated Subsidiaries Subsidiaries, as of the end of such fiscal year, and related audited consolidated unaudited (or if available, audited) statements of income, changes in common stock and other stockholders' equity and changes in the financial position of Lessee, its operating Affiliate(s) and Guarantor and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee ; and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) 180 days after the end of each Guarantor's fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person)years, (i) a copy of the unaudited audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries its Subsidiaries, as of the end of such fiscal quarteryear, and related unaudited consolidated statementsaudited statements of income, changes in common stock and other stockholders' equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period;position (cb) within one hundred twenty (120) 120 days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, and together with the annual report (or if available, annual audit report report) furnished in accordance with clause (a) above, an Officer’s 's Certificate stating that to the best of the signer’s '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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (dc) within twenty forty-five (2045) days after the end of each calendar monthof the first twelve (12) months of the Term and the last eighteen (18) months of the Term, Facility level 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 each Facility Facility; and otherwise within forty-five (45) days after the end of each of Lessee's quarters, all quarterly 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 each such calendar monthFacility; (ed) upon request by Lessor within thirty (but not more frequently than once each fiscal year of Lessee)30) days after filing, a copy of each cost report filed with the appropriate governmental agency for each Facility Facility; (providede) within thirty (30) days after they are required to be filed with the SEC, howevercopies of any annual reports and of information, with respect to each request therefordocuments and other reports, if Lessee’s reasonable costs and expenses incurred in assembling and delivering or copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500portions of any of the foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) for of the applicable request, Lessor shall reimburse Lessee for the amount Securities Exchange Act of such reasonable costs and expenses actually incurred by Lessee in complying with such request)1934; (f) promptly upon within five (5) days after Lessee’s 's receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of each Facility for purposes of licensure, 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 each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penaltypenalty in excess of Ten Thousand Dollars ($10,000), or likely to actually result in a suspension, termination or revocation of any Required Governmental ApprovalFacility's license to be operated in accordance with its Primary Intended Use; (g) promptly within 120 days after the end of each fiscal year of the financial institution issuing the letter of credit required under Article XXI, a copy of the audited consolidated balance sheets of such financial institution as of the end of such fiscal year, and related unaudited consolidated statements of income, changes in common stock and other stockholders equity and changes in the financial position of such financial institution and its consolidated subsidiaries for each such fiscal year, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; (h) immediately upon Lessee’s 's receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s 's use thereof, the subject matter of which, if adversely determined, would be reasonably likely thereof not previously disclosed pursuant to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);subsection 25.1.2(f) above; and (hi) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease (Ensign Group, Inc)

Statements. Lessee Tenant shall furnish the following statements to Lessor:Landlord (which Tenant acknowledges and agrees may be provided by Landlord to Landlord’s Parents): (i) On the earlier of five (5) Business Days following (x) each date specified in the Exchange Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or any successor provision thereof) that the Tenant’s Parent is (or would be, as a large accelerated filer, if not required to file SEC Reports at that time) required to file SEC Reports (each a “SEC Filing Deadline”) and (y) the date the Tenant’s Parent files its SEC Reports with the SEC: (A) Tenant’s Parent’s Financial Statements required to be included in such SEC Report (or which would be, if not required to file SEC Reports at that time) or the SEC Report containing such Financial Statements; (B) a certificate, executed by a Responsible Officer of Tenant certifying that no default has occurred under this Lease or, if such a default has occurred, specifying the nature and status of such default; and (C) (1) with respect to annual Financial Statements, a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s independent registered public accounting firm, which report shall not be subject to any qualification or exception expressing substantial doubt about the ability of the Tenant’s Parent and its Subsidiaries to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Lease in such twelve month period) and that such Financial Statements have been prepared in accordance with GAAP and Tenant’s Parent’s accountants have examined such Financial Statements in accordance with the standards of the PCAOB (or generally accepted auditing standards, if not required to file SEC Reports at such time) and (2) with respect to quarterly Financial Statements, a certificate, executed by a Responsible Officer of the Tenant’s Parent, certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP as at such date and for such period (subject to normal year-end audit adjustments, the absence of footnotes and other informational disclosures customarily omitted from interim financial statements). Financial statements required to be delivered pursuant to this Section 23.1(b)(i) will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be deemed to have been delivered on the date such documents are publicly available on the SEC’s website; (ii) Within sixty (60) days after the end of each of the Tenant’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022), (a) a budget and projection by fiscal quarter for the Fiscal Year in which the budget is delivered, including projected Net Revenue, Net Income, EBITDA, EBITDAR, Net Revenue by division, and Operating Expenses by division with respect to Tenant, (b) a budget and projection by fiscal year for the second and third subsequent Fiscal Years, including projected Net Revenue, EBITDA, EBITDAR with respect to Tenant, (c) a capital budget for Tenant for the following Fiscal Year. EBITDA shall be calculated in accordance with Exhibit L. (iii) Within twenty (20) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report in substantially in the form attached hereto as Exhibit J, which shall include a calculation of the Financial Covenant and Listing Covenant under Section 23.3 as of the relevant date as applicable, based upon the preliminary statements for such Test Period (the “Preliminary Financial Covenant Compliance Report”). (iv) Within sixty (60) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a Financial Covenant compliance report in substantially in the form attached hereto as Exhibit J, which report shall include an Officer’s Certificate certifying (1) that the Financial Covenant and Listing Covenant are in compliance under Section 23.3 together with reasonable detail evidencing such compliance, and (2) that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of the Tenant (subject to normal year-end adjustments) as of the relevant date as applicable (the “Final Financial Covenant Compliance Report”). (v) Within sixty (60) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a quarterly operating report in substantially the form attached hereto as Exhibit M, accompanied by an Officer’s Certificate stating that such items in such quarterly operating report are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of the Tenant (subject to normal year-end adjustments) as of the relevant date as applicable, which reports shall include: (a) an occupancy report including the average daily rate and Net Revenue per available room and (b) quarterly, year to date and trailing twelve months operating statements noting Net Revenue, Net Income, EBITDA, EBITDAR, Net Revenue by division, Operating Expenses by division, and, to the extent such information is available to Tenant and Tenant is permitted, under the terms of the RSB Services Agreement, to provide such information, RSB Net Revenue (the “Quarterly Operating Report”). (vi) Commencing with the year ended December 31, 2022, Tenant will furnish to Landlord annually within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of following the end of such fiscal yearFiscal Year, and related a complete copy of the Tenant’s consolidated audited consolidated annual financial report with statements of incomein accordance with GAAP covering the Facility, changes in common stock and other stockholders’ equity and changes in the which shall be accompanied by a report from an Approved Accounting Firm, which report shall indicate that such financial position of Lessee, its consolidated Subsidiaries and Guarantor for such fiscal year, statements are prepared in accordance with GAAP applied as of such date and shall not be subject to any qualification or exception expressing substantial doubt about the ability of Tenant to continue as a “going concern” or any exception as to the scope of such audit (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date such report is delivered or any projected financial performance or covenant default in any Indebtedness or this Lease in such twelve month period). Promptly following receipt by Landlord of each audited annual financial report, together with reasonable evidence of the third-party costs and expenses incurred by Tenant or its Affiliates in connection with such report, Landlord shall be required to reimburse Tenant or its Affiliates for one-half of all such third-party costs and expenses incurred by Tenant or its Affiliates. (vii) Tenant will furnish to Landlord annually within ninety (90) days following the end of such Fiscal Year, the Annual Certificate. (a) Such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements or public offerings by or on a basis consistently maintained throughout behalf of Landlord of debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the period involvedLeased Property and Tenant as Landlord or its Affiliates may require for their filings with the SEC under both the Securities Act and the Exchange Act, such consolidated financial including, but not limited to SEC Reports and registration statements to be certified filed by nationally recognized certified public accountants. For so long as Lessee Landlord or its Affiliates during the Term of this Lease, the Internal Revenue Service and Guarantor have any other federal, state or local regulatory agency with jurisdiction over Landlord or its Subsidiaries or Affiliates; provided, however, that if the same fiscal yearSEC requires Landlord or its Affiliates to include Tenant’s Parent’s Financial Statements in its SEC Reports, only a single audited consolidated balance sheet, a single audited consolidated statement Tenant shall use its commercially reasonable efforts to furnish substantially complete drafts of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within fortyTenant’s Parent’s annual Financial Statements to Landlord no later than fifty-five (4555) calendar days after the end of each fiscal quarter such year and Tenant’s Parent’s quarterly Financial Statements to Landlord no later than thirty-five (other than the last fiscal quarter during any fiscal year of the applicable Person), (i35) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) calendar days after the end of each such quarter. (ix) Prompt Notice to Landlord of Lessee’s and Guarantor’s fiscal yearsany action, and together with proposal or investigation by any agency or entity, or complaint to such agency or entity, (any of which is called a “Proceeding”), known to Tenant, the annual audit report furnished result of which Proceeding would reasonably be expected to revoke or suspend or terminate or modify in accordance with clause (a) abovea way materially adverse to Tenant, an Officer’s Certificate stating that or fail to the best renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any material part of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance Primary Intended Use of all or observance of any portion of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same;Leased Property. (dx) within twenty (20Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Lease in such electronic format(s) days after the end of each calendar month, Facility level statements of income as may reasonably be required by Landlord from time to time in order to facilitate Landlord’s internal financial and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, reporting database. Tenant also agrees that Landlord shall have audit rights with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way information to the Leased Property or any Capital Additions or Lesseeextent required to confirm Tenant’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance compliance with the terms of this LeaseLease (including, without limitation, calculation of EBITDAR and expenditures with respect to Required CapEx). Tenant shall not change the subject Facility(ies); (h) accounting practices or policies described in this Lease for the purpose of calculating EBITDAR and expenditures with reasonable promptnessrespect to Required CapEx, such other information respecting (i) which the financial and operational condition and affairs parties agree is based on Tenant’s Existing Accounting Guidelines. Furthermore, Tenant will not enter into any “off balance sheet arrangement” outside the normal course of Lessee, any Guarantor and each Facility, (ii) operations as determined in accordance with GAAP as in effect on 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionEffective Date. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Purchase Agreement (MGM Resorts International)

Statements. Lessee shall furnish Deliver to Administrative Agent (for distribution by Administrative Agent to each Lender), in form and detail reasonably satisfactory to Administrative Agent and the following statements to LessorRequired Lenders: (a) as soon as available, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of Lessee’s and Guarantor’s fiscal yearsBorrower (or if earlier, the date that is five (5) days after the reporting date for such information required by the SEC), a copy consolidated balance sheet of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Consolidated Parties as of at the end of such fiscal year, and the related audited consolidated statements of incomeearnings, changes in common stock and other stockholdersshareholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on GAAP, audited and accompanied by a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by report and opinion of a Registered Public Accounting Firm of nationally recognized certified public accountants. For so long as Lessee standing reasonably acceptable to the Required Lenders, which report and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position opinion shall be required under prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; provided, that Administrative Agent hereby agrees that a Form 10-K of Borrower in form similar to that delivered as part of the Audited Financial Statements shall satisfy the requirements of this Section 25.1.2(a6.01(a);; and ​ (b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarter (other than the last fiscal quarter during any quarters of each fiscal year of Borrower (or if earlier, the applicable Persondate that is five (5) days after the reporting date for such information required by the SEC), (i) a copy consolidated balance sheet of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Consolidated Parties as of at the end of such fiscal quarter, and the related unaudited consolidated statementsstatements of earnings, changes in common stock and other stockholdersshareholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries cash flows for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and for the portion of ▇▇▇▇▇▇▇▇’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year-to-date, all in all cases prepared reasonable detail and certified by a Responsible Officer of Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Consolidated Parties in accordance with GAAP applied on GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; provided, that Administrative Agent ▇▇▇▇▇▇ agrees that a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end Form 10-Q of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished Borrower in accordance with clause (a) above, an Officer’s Certificate stating form similar to that delivered to the best of SEC shall satisfy 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 requirements of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental ApprovalsSection 6.01(b).

Appears in 1 contract

Sources: Credit Agreement (Omega Healthcare Investors Inc)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) 120 days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s 's Certificate stating that to the best of the signer’s '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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (dc) within twenty thirty (2030) days after the end of each calendar month for those months occurring from the Restatement Date to three months after the first month in which the average Cash Flow Coverage for any Facility equals or exceeds 1.3 for such month, Facility level 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 such Facility; and thereafter within sixty (60) days after the end of each Facility of Lessee's quarters, all quarterly consolidated financial reports Lessee produces for each 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 such calendar monthFacility; (ed) upon request by Lessor (but not more frequently than once within 120 days after the end of each fiscal year of Lessee)'s fiscal years, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request)Facility; (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Master Lease (Emeritus Corp\wa\)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within ninety (12090) days after the end of each of LesseeTenant’s and GuarantorParent’s fiscal yearsFiscal Years (commencing with the Fiscal Year ending December 31, 2022): (x) Tenant’s Parent’s Financial Statements; (y) a copy certificate, executed by a Responsible Officer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenant set forth in Section 23.3(a) hereof in reasonable detail as of such Fiscal Year (commencing with the end of such fiscal yearFiscal Year ending [ ● ]4); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position which report shall be required without a going concern or similar qualification or exception as to scope (other 4 NTD: To be the first Fiscal Year ending on or after the last day of the fourth full fiscal quarter ending after the Commencement Date. than any going concern or similar qualification or exception related to (i) an upcoming maturity date within twelve (12) months under this any Indebtedness or any projected financial performance in such twelve month period, (ii) any prospective or actual default of any financial covenant or event of default under Section 25.1.2(a23.3(a) hereof or any Indebtedness or (iii) an Unavoidable Delay and/or a Discretionary Closure); (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter ending [ ● ]5, 2022), a copy of Tenant’s Parent’s Financial Statements for such period, together with a certificate, executed by a Responsible Officer of Tenant’s Parent (i) certifying that no default has occurred or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the financial covenant set forth in Section 23.3(a) hereof in reasonable detail as of such fiscal quarter (other than commencing with the last fiscal quarter during any fiscal year of the applicable Person), (iending [ ● ]6) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (iiiii) a Portions of this exhibit certifying that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-dateFinancial Statements fairly present, in all cases prepared material respects, the financial condition and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) Tenant will furnish to Landlord annually within one hundred twenty ninety (12090) days following the end of each Fiscal Year, the Annual Certificate; (iv) Within forty-five (45) days after the expiration of any calendar quarter, Tenant shall deliver to Landlord a quarterly operating report in substantially the form attached hereto as Exhibit G. (v) Prompt Notice to Landlord of any action or investigation by any agency or entity, or complaint to such agency or entity, (any of which is called a “Proceeding”), known to Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property and such revocation, suspension, termination, modification, failure to renew or continuation would reasonably be expected to have a material adverse effect on Tenant, the Facility, or on the Leased Property, in each case, taken as a whole; (vi) As soon as it is prepared and in no event later than ninety (90) days after the end of each of Lessee’s Fiscal Year, a capital and Guarantor’s operating budget, including projections by fiscal yearsquarter, and together for the Facility for the Fiscal Year in which it is delivered; and (vii) Concurrently with the annual audit report furnished in accordance with clause (aFinancial Statements delivered pursuant to Section 23.1(b)(i) 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of LesseeSection 23.1(b)(ii), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of containing a material fine or a penalty, or suspension, termination or revocation reasonably detailed description of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to material Capital Improvements and other material capital expenditures 5 NTD: To be the Leased Property or any Capital Additions or Lessee’s use thereof, first fiscal quarter ending after the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionCommencement Date. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Equity Purchase Agreement (Wynn Resorts LTD)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (i) Within one hundred twenty (120) days after the end of Tenant’s Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2022) or concurrently with the filing by T▇▇▇▇▇’s Parent of its annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s Parent’s Financial Statements; (y) a certificate, executed by the chief financial officer or treasurer of the Tenant’s Parent certifying that, to such person’s knowledge after due inquiry, no default has occurred under this Lease or, if such person has knowledge after due inquiry that a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; and (z) a report with respect to T▇▇▇▇▇’s Parent’s Financial Statements from T▇▇▇▇▇’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such audit or any projected financial performance or covenant default in any Material Indebtedness or this Lease in such twelve month period) and shall provide in substance that (a) such consolidated financial statements present fairly the consolidated financial position of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by T▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (ii) Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter ending June 30, 2022) or concurrently with the filing by T▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the SEC, whichever is earlier, a copy of T▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and (ii) certifying that such Financial Statements fairly present, in all material respects, the financial position and results of operations of Tenant’s Parent and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes); (iii) Promptly following L▇▇▇▇▇▇▇’s request from time to time, (a) five-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, and in a format consistent with Tenant’s Parent’s quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord during the Term of this Lease, the Internal Revenue Service (including in respect of OSREC’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and any other federal, state or local regulatory agency with jurisdiction over OSREC or its Subsidiaries subject to Section 23.1(c) below; (iv) Reserved; (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy of the audited consolidated balance sheets of Lessee, Guarantor capital and their respective 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, its consolidated Subsidiaries and Guarantor operating budget for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, for the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, Fiscal Year in accordance with the terms of this Lease, of the subject Facility(ies);which it is delivered; and (hvii) with reasonable promptness, such other information respecting (i) Tenant further agrees to provide the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (iireports to be delivered to Landlord under this Lease in such electronic format(s) 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, in the form of a questionnaire or otherwise, be required by Landlord from time to time; time in order to facilitate Landlord’s internal financial and Portions of this exhibit reporting database. T▇▇▇▇▇ also agrees that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsGaming Revenues).

Appears in 1 contract

Sources: Ground Lease (Bally's Chicago, Inc.)

Statements. Lessee Tenant shall furnish the following statements (each a “Financial Statement” and collectively the “Financial Statements”) to LessorLandlord: (ai) within one hundred twenty as soon as available and in no event later than ninety (12090) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy of the its audited consolidated balance sheets sheet and related statements 9393 of Lesseeoperations, Guarantor stockholders’ equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal yearFiscal Year, and related audited setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements of income, changes present fairly in common stock and other stockholders’ equity and changes in all material respects the financial position condition and results of Lessee, operations of Tenant and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout and the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement applicable requirements of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)Regulation S-X; (bii) within as soon as available and in no event later than forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person)first three Fiscal Quarters of each Fiscal Year, (i) a copy of the unaudited its consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders’ equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal quarterFiscal Quarter and the then elapsed portion of the Fiscal Year, and related unaudited consolidated statementssetting forth in each case in comparative form the figures for the corresponding period or periods of (or, changes in common stock and other stockholders’ equity and changes in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a Financial Officer of Tenant as presenting fairly in all material respects the financial position condition and results of Lessee, Guarantor operations of Tenant and their respective its consolidated Subsidiaries for such fiscal quarterin accordance with GAAP and the applicable requirements of Regulation S-X, subject to normal year-end audit adjustments and the absence of footnotes; (iii) concurrently with any delivery of financial statements under clause (i) or (ii) above, a certificate of a Financial Officer of Holdings (a “Compliance Certificate”) (i) certifying as to whether an Event of Default has occurred under this ILEC Master Lease and, if an Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) a Portions containing all information and calculations reasonably necessary for Landlord to determine compliance by Tenant and its Subsidiaries of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement covenants contained in Section 8.5 as of income the last day of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-dateor fiscal year of the Tenant, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout as the applicable period;case may be; and (civ) within one hundred twenty sixty (12060) days after the beginning of each Fiscal Year, a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of each and for such Fiscal Year and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of Lessee’s and Guarantor’s fiscal years, and together with such budget approved by the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that to the best board of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance directors of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the sameHoldings; (dv) within twenty (20) days promptly after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; same (ei) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereofbecome publicly available, copies of all material written communications received periodic and other reports, proxy statements and other materials filed by Lessee from Tenant or any regulatory agency relating to of its Subsidiaries with the SEC or with any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenancenational securities exchange, or distributed by Tenant to its shareholders generally, as the condition of each Facility, case may be and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (gii) promptly upon Lessee’s receipt thereofare delivered to the Credit Agreement Agent, copies of all claims, reports, complaints, notices, warnings compliance certificates or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with similar reports under the terms of this Leasethe Credit Agreement; and (vi) prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or 9494 fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs Primary Intended Use of Lessee, all or any Guarantor and each Facility, (ii) the physical condition portion 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange CommissionProperty. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Ilec Master Lease (Uniti Group Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (i) Within ninety-five (95) days after the end of Tenants’ 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 the Facilities for the fiscal year last completed in each case certified by an Officer of Tenant; and (iii) a report with respect to Sun’s 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 (a) within one hundred twenty 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 periods indicated in conformity with GAAP and (120b) that the examination by Sun’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (ii) Within fifty (50) days after the end of each of LesseeTenant’s and Guarantor’s fiscal yearsFiscal Year quarters or concurrently with the filing by Sun of its quarterly report on Form 10Q with the SEC, whichever is later, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor Sun’s Financials for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involvedperiod; (iii) Upon Landlord’s request from time to time, such consolidated additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord may require for its on-going filings with the SEC under both the Securities Act 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 certified filed by nationally recognized certified public accountants. For so long as Lessee and Landlord during the Term of this Master Lease, subject to the conditions that neither Tenant nor Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position 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; provided, however, in the event that Sun is no longer a registrant under this Section 25.1.2(a)the Securities Exchange Act of 1934, as amended, Tenant and/or Guarantor shall continue to provide to Landlord the same information that Sun would have included in filings on Form 10-Q and Form 10-K if it were such a registrant; (biv) within forty-five Within forty (4540) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year month, a financial report for each of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries Facilities for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level including detailed statements of income and expense and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar monthFacility; (ev) upon Within fifteen (15) Business Days after Tenant’s receipt of a written request from Landlord, copies of the most recent surveys performed by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agencies for licensing or certification purposes, and any plan of correction submitted by Tenant to such agencies along with evidence as to whether it has yet been approved, or is still under review, by the State; (vi) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to (a) revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property, or (b) 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/Medi-Cal or Medicare or any successor or substitute therefor, if the effect thereof is or reasonably would reasonably be anticipated to be materially adverse to Tenant or the Leased Property, or (iii) seek return of or reimbursement for each Facility any funds previously advanced or paid pursuant to any such program, if the effect thereof is or reasonably would be anticipated to be materially adverse to Tenant or the Leased Property, or (providediv) impose any bed hold, howeverlimitation on patient admission or similar restriction on the Leased Property for a period in excess of thirty (30) days, or (iv) prosecute any party with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation operation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to activity on the Leased Property or enjoin any Capital Additions party or Lessee’s use seek any civil penalty in excess of Two Hundred Fifty Thousand Dollars ($250,000) in respect thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (hvii) with reasonable promptnessAs soon as it is prepared in a Lease Year, such other information respecting a capital and operating budget for each Facility for that and the following Lease Year; and (iviii) Within fifteen (15) Business Days after Tenant’s receipt of a written request from Landlord, copies of Medicaid/Medi-Cal rate letters. Tenant further agrees to provide the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (iireports to be delivered to Landlord under this Master Lease in such electronic format(s) 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, in the form of a questionnaire or otherwise, be required by Landlord from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant time in order to a request for confidential treatment filed separately with facilitate the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies integration of such Required Governmental Approvals)information within Landlord’s internal financial and reporting database.

Appears in 1 contract

Sources: Master Lease (Sabra Health Care REIT, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending [December 31, 201 ]) or concurrently with the filing by ▇▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending [December 31, 201 ]); and (z) a report with respect to Tenant’s Parent’s Financial Statements from ▇▇▇▇▇▇’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by ▇▇▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending [ , 201 ]) or concurrently with the last fiscal quarter during any fiscal year filing by ▇▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of ▇▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master ▇▇▇▇▇ and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following ▇▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate Landlord’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. ▇▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (PNK Entertainment, Inc.)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (a) Tenant shall, as soon as available and in any event within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy provide to Landlord annual audited financial statements of the audited consolidated Guarantor and Tenant for such Fiscal Year, including therein the balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Tenant as of the end of such fiscal year, Fiscal Year and related audited consolidated statements of income, changes in common stock earnings and other stockholders’ equity statements of cash flow of Guarantor and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor Tenant for such fiscal yearFiscal Year, in each case certified in a manner acceptable to Landlord by independent certified public accountants of recognized national standing selected by Guarantor and reasonably acceptable to Landlord (the form of such certification to be reasonably satisfactory to Landlord), prepared in accordance with GAAP applied GAAP, except as otherwise noted therein, on a basis consistently maintained throughout consistent with prior periods and fairly presenting the period involved, financial condition of Guarantor and Tenant at the end of such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee Fiscal Year and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes immediately preceding Fiscal Year and in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a);comparative columnar form. (b) Tenant shall, as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year Quarter, provide to Landlord quarterly financial statements of the applicable Person)Tenant for such Quarter, (i) a copy of including therein the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Tenant as of the end of such fiscal quarterQuarter, and related unaudited consolidated statements, changes in common stock statements of earnings and other stockholders’ equity and changes in the financial position statements of Lessee, cash flow of Guarantor and their respective consolidated Subsidiaries Tenant for such fiscal quarterQuarter, in each case certified in a manner acceptable to Landlord by such entity’s chief accounting officer as being prepared in accordance with GAAP, except as otherwise noted therein, and (ii) a Portions that such quarterly financial statements fairly present to financial condition of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, each Guarantor and their respective consolidated Subsidiaries that sets forth Tenant as of the results for both end of such fiscal quarter Quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period;. (c) within one hundred twenty thirty (12030) days after the end of each month of Lesseeeach Fiscal Year (including the twelfth month of each Fiscal Year), a “balance sheet” and statements of revenues and expenses for the Premises, all prepared by Tenant’s and Guarantor’s fiscal years, and together with the annual audit report furnished management in accordance with clause (a) aboveGAAP, an Officer’s Certificate stating that to but without footnotes, except as otherwise noted therein, on a basis consistent with prior periods, and fairly presenting the best financial condition of the signer’s knowledge Premises’ operation; without limiting the foregoing, such statements shall include a table of Occupants by payor source and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease, or if Lessee shall include such other information as may reasonably be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same;requested by Landlord. (d) within twenty with the statements submitted pursuant to Subsections (20a) days after and (b) of this Section, a certificate signed on behalf of Tenant by the end principal financial or accounting officer of Tenant to the effect that no Event of Default specified herein nor any event which, upon notice or with the passage of time or both, would constitute such an Event of Default has occurred and is continuing, or, in each calendar monthcase, Facility level statements if any such Event of income Default or event has occurred and detailed operational statistics regarding occupancy ratesis continuing, patient specifying the nature and resident mix and patient and resident rates by type for each Facility for each such calendar monthextent thereof; (e) upon request semi-annually, detailed rent rolls (name, term, rent, escalations, options) of subleases, certified by Lessor (but not more frequently than once each fiscal year the principal financial or accounting officer of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request)Tenant; (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Lease (First Choice Healthcare Solutions, Inc.)

Statements. Lessee The Borrower shall furnish the following statements deliver to LessorLender: (a) as soon as available and in any event within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective 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, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) 120 days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of each of the applicable PersonBorrower and Reading & Bates the audited consolidated statements of operations, st▇▇▇▇▇lders equity and cash flow of the Borrower and Reading & Bates, setting forth in each case in comparative form th▇ ▇▇▇responding figures for the preceding fiscal year, and accompanied by an opinion on such statements of an independent certified public accounting firm of recognized national standing acceptable to the Lender (such accountants being called herein Reporting Accountants ), (i) a copy which opinion shall state that such financial statements present fairly, in all material respects, the financial position of each of the unaudited consolidated balance sheets of Lessee, Guarantor Borrower and their respective consolidated Subsidiaries Reading & Bates as of the end of, and the respective results of operat▇▇▇▇ of each of the Borrower and Reading & Bates for, such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in conformity with GAAP; (b) as soon as available and in any event within 2 Business Days after Borrower s receipt of the Lockbox bank account statement from the Lockbox Bank, the Monthly Statement and a list of all cases prepared Drydocking Expenses paid in accordance such month, with GAAP applied on a basis consistently maintained throughout copies of all supporting documents, including the applicable periodinvoices for Drydocking Expenses; (c) within one hundred twenty (120) days after promptly following the end of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that delivery thereof to the best Borrower or to the Board of Directors or management of the signer’s knowledge and belief after making due inquiryBorrower, Lessee is not in default in the performance or observance a copy of any management letter or written report by independent public accountants addressed to the Board of Directors of the terms Borrower or any committee of this Leaseany such board with respect to the financial condition, operations or if Lessee shall be in default, specifying all business of the Borrower (except for such defaults, letters or reports which relate only to tax planning for the nature thereof, and the steps being taken to remedy the sameBorrower); (d) within twenty (20) days promptly after the end Borrower knows or has reason to know that any Default has occurred and is continuing, a notice of each calendar monthsuch Default, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar monthdescribing the same in reasonable detail; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s after delivery or receipt thereof, copies of all material written communications notices or documents given or received by Lessee from any regulatory agency relating the Borrower pursuant to any proceedingof the Transaction Documents concerning (i) any default or alleged default under, formal breach or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenancealleged breach of, or the condition noncompliance with, any provision of each Facilityany Transaction Document, and involving an actual (ii) any prospective inability to perform under any provision of any Transaction Document, (iii) any termination or threatened warningattempted termination of any Transaction Document, imposition (iv) any proposed amendment, supplement or other modification of a material fine or a penaltyany Transaction Document that under the Loan Documents requires the approval of Lender, or suspension(v) any Force Majeure, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereofin each case, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would which might reasonably be reasonably likely expected to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies)Borrower; (hf) with promptly and in any event within five Business Days after the existence of any of the following conditions, a certificate of an authorized officer of the Borrower specifying in reasonable promptness, detail the nature of such condition and the Borrower s or other information respecting R&B Party s proposed response thereto: (i) the receipt by the Borrower after the date hereof of any communication (written or oral) from a Governmental Authority that alleges that any R&B Party is not in compliance with applicable environmental laws or Governmental Approvals which noncompliance could have a material adverse effect on the business, financial and operational condition and affairs condition, operations or properties of Lessee, the Borrower or the ability of the Borrower or any Guarantor and other R&B Party to perform its obligations in any material respect under each FacilityTransaction Document to which it is a party, (ii) the physical condition Borrower shall obtain actual knowledge that there exists any Environmental Loss pending or threatened against any other R&B Party which could have a material adverse effect on the business, financial condition, operations or properties of the Leased Property and Borrower or the ability of the Borrower or any Capital Additions and other R&B Party to perform its obligations in any material respect under each Transaction Document to which it is a party, or (iii) the Borrower obtains actual knowledge of any suspected Transferrelease, emission, discharge or disposal of any Hazardous Substance that could form the basis of any Environmental Loss against any other R&B Party which could have a material adverse effect on the business, financial condition, operations or properties of the Borrower or the ability of the Borrower or any other R&B Party to perform its obligations in any material respect under each Transaction Document to which it is a party. The Borrower will also maintain at the Vessel and make available for inspection by Lender and its agents and employees, accurate and complete records of all investigations, studies, sampling and testing conducted, and all material remedial actions taken, by the Borrower or, to its knowledge and to the extent obtained by the Borrower, by any Governmental Authority or other Person in respect of Hazardous Substances on or affecting the Vessel; (g) within 30 days after the Borrower s fiscal quarter, the quarterly financial statements of the Borrower; and (h) concurrently with the delivery by a Company to a charterer under a Charter Agreement, a copy of any invoice of fees due under such Charter Agreement (including the then equity or voting ownership actual operating days in Lessee or in any Controlling Person(ssuch period, the oil volume rate for such period, and the tariffs paid for such period), in each case as Lessor may reasonably request, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.; (i) within five Business Days of its execution, a copy of each Charter Agreement; and (j) from time to time such other information and reports regarding the matters described above or otherwise concerning the Vessel or the financial condition, operations, business or properties of the Borrower as the Lender may reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals request. The Borrower will furnish to the extent Lender, at the time it furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate of its chief executive officer or chief financial officer to the effect that Lessor then no Default has access occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail and the action taken by or proposed to a web-based system maintained be taken by Lessee that contains copies of such Required Governmental Approvalsthe Borrower with respect thereto).

Appears in 1 contract

Sources: Loan Agreement (Reading & Bates Corp)

Statements. Lessee shall furnish Deliver to Administrative Agent (for distribution by Administrative Agent to each Lender), in form and detail reasonably satisfactory to Administrative Agent and the following statements to LessorRequired Lenders: (a) as soon as available, but in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of Lessee’s and Guarantor’s fiscal yearsBorrower (or if earlier, the date that is five (5) days after the reporting date for such information required by the SEC), a copy consolidated balance sheet of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Consolidated Parties as of at the end of such fiscal year, and the related audited consolidated statements of incomeearnings, changes in common stock and other stockholdersshareholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on GAAP, audited and accompanied by a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by report and opinion of a Registered Public Accounting Firm of nationally recognized certified public accountants. For so long as Lessee standing reasonably acceptable to the Required ​ Lenders, which report and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position opinion shall be required under prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; provided, that Administrative Agent hereby agrees that a Form 10-K of Borrower in form similar to that delivered as part of the Audited Financial Statements shall satisfy the requirements of this Section 25.1.2(a6.01(a);; and (b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarter (other than the last fiscal quarter during any quarters of each fiscal year of Borrower (or if earlier, the applicable Persondate that is five (5) days after the reporting date for such information required by the SEC), (i) a copy consolidated balance sheet of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Consolidated Parties as of at the end of such fiscal quarter, and the related unaudited consolidated statementsstatements of earnings, changes in common stock and other stockholdersshareholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries cash flows for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and for the portion of Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year-to-date, all in reasonable detail and certified by a Responsible Officer of Borrower as fairly presenting in all cases prepared material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Consolidated Parties in accordance with GAAP applied on GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; provided, that Administrative Agent hereby agrees that a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end Form 10-Q of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished Borrower in accordance with clause (a) above, an Officer’s Certificate stating form similar to that delivered to the best of SEC shall satisfy 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 requirements of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental ApprovalsSection 6.01(b).

Appears in 1 contract

Sources: Credit Agreement (Omega Healthcare Investors Inc)

Statements. Lessee Tenant shall furnish the following statements (each a “Financial Statement” and collectively the “Financial Statements”) to LessorLandlord: (ai) within one hundred twenty as soon as available and in no event later than ninety (12090) days after the end of each of Lessee’s and Guarantor’s fiscal yearsFiscal Year, a copy of the its audited consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders’ equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal yearFiscal Year, and related audited setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by an independent public accounting firm of recognized national standing reasonably acceptable to Landlord (without any qualification, exception or similar language as to the scope of such audit or as to a going concern) to the effect that such consolidated financial statements of income, changes present fairly in common stock and other stockholders’ equity and changes in all material respects the financial position condition and results of Lessee, operations of Tenant and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout and the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement applicable requirements of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)Regulation S-X; (bii) within as soon as available and in no event later than forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person)first three Fiscal Quarters of each Fiscal Year, (i) a copy of the unaudited its consolidated balance sheets sheet and related statements of Lesseeoperations, Guarantor stockholders’ equity and their respective consolidated Subsidiaries cash flows as of the end of and for such fiscal quarterFiscal Quarter and the then elapsed portion of the Fiscal Year, and related unaudited consolidated statementssetting forth in each case in comparative form the figures for the previous Fiscal Year, changes all certified by a Financial Officer of Tenant as presenting fairly in common stock and other stockholders’ equity and changes in all material respects the financial position condition and results of Lessee, Guarantor operations of Tenant and their respective its consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout and the applicable periodrequirements of Regulation S-X, subject to normal year-end audit adjustments and the absence of footnotes; (ciii) within one hundred twenty (120) days after the end concurrently with any delivery of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished in accordance with financial statements under clause (ai) or (ii) above, an Officer’s Certificate stating that a certificate of a Financial Officer of Tenant certifying: (x) as to whether a default has occurred and if the best same is continuing under this Master Lease; (y) a calculation of the signer’s knowledge and belief after making due inquiry, Lessee is not financial covenants set forth in default Section 14.11 in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to timedetail; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).and

Appears in 1 contract

Sources: Master Lease

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2013) or concurrently with the filing by Te▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s Parent’s Financial Statements; and Guarantor’s fiscal years(y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent (a) certifying that no default has occurred under this Master Lease or, if such a default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (b) setting forth the calculation of Lessee, Guarantor and their respective consolidated Subsidiaries the financial covenants set forth in Section 23.3 hereof in reasonable detail as of such Fiscal Year (commencing with the end Fiscal Year ending December 31, 2014); and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of audit of Tenant’s Parent and its Subsidiaries (excluding any qualification as to going concern relating to any debt maturities in the twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Master Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Te▇▇▇▇’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending March 31, 2014) or concurrently with the last fiscal quarter during any fiscal year filing by Te▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of Tenant’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Master Lease and related unaudited consolidated statements(iii) and certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following La▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its on-going filings with the SEC under both the Securities Act 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 Landlord or GLP during the best Term of this Master Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the signer’s knowledge Code)) and belief after making due inquiryany other federal, Lessee is not in default in the performance state or observance of any of the terms of this Lease, local regulatory agency with jurisdiction over GLP or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency Tenant’s income statement for each Facility (provided, however, with respect to each request therefor, if Lesseesuch month and Tenant’s reasonable costs and expenses incurred in assembling and delivering copies balance sheet as of end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to timefootnotes; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget for each Facility for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Master Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to (i) facilitate La▇▇▇▇▇▇’s internal financial and reporting database and (ii) permit Landlord to calculate any rent, fee or other payments due under Ground Leases. Te▇▇▇▇ ▇lso agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies confirm Tenant’s compliance with the Master Lease terms (including, without limitation, calculation of such Required Governmental ApprovalsNet Revenues).

Appears in 1 contract

Sources: Master Lease (Gaming & Leisure Properties, Inc.)

Statements. Lessee shall Deliver to the Administrative Agent (which will promptly furnish the following statements such information to Lessor:each Lender): (a) as soon as available, but in any event within one hundred twenty (120) 90 days after the end of each fiscal year of Lessee’s and Guarantor’s fiscal yearsthe Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a copy consolidated balance sheet of the audited consolidated balance sheets of Lessee, Guarantor Borrower and their respective consolidated its Restricted Subsidiaries as of at the end of such fiscal year, and the related audited consolidated statements of incomeincome or operations, changes in common stock shareholders’ equity, and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involvedGAAP, such consolidated financial statements to be audited by an independent certified by public accountant of nationally recognized certified public accountants. For so long as Lessee standing reasonably acceptable to the Required Lenders, and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement accompanied by an opinion of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position such accountants which opinion shall be required prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than solely with respect to, or resulting solely from an upcoming maturity date under this Section 25.1.2(a);Agreement occurring within one year from the time such opinion is delivered) or any qualification or exception as to the scope of such audit; ​ (b) as soon as available, but in any event within forty-five (45) 45 days after the end of each of the first three fiscal quarter (other than the last fiscal quarter during any quarters of each fiscal year of the applicable PersonBorrower (or, if earlier, five (5) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), (i) a copy consolidated balance sheet of the unaudited consolidated balance sheets of Lessee, Guarantor Borrower and their respective consolidated its Restricted Subsidiaries as of at the end of such fiscal quarter, and the related unaudited consolidated statementsstatements of income or operations, changes in common stock and other stockholdersshareholdersequity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarterequity, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request cash flows for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year-to-date, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all cases prepared material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP applied on a basis consistently maintained throughout GAAP, subject only to normal year-end audit adjustments and the applicable periodabsence of footnotes; (c) within one hundred twenty (120) days after in the end event that any Unrestricted Subsidiaries exist at such time, then simultaneously with the delivery of each set of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished consolidated financial statements referred to in accordance with clause clauses (a) and (b) above, an Officer’s Certificate stating that a summary statement, prepared in good faith by a Responsible Officer of the Borrower, reflecting adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements. As to any information contained in materials furnished pursuant to Section 6.02(b), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein. Documents required to be delivered pursuant to this Section or Section 6.02(b) (to the best of the signer’s knowledge and belief after making due inquiry, Lessee is not extent any such documents are included in default in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report materials otherwise filed with the appropriate governmental agency for each Facility (providedSEC and available in EDGAR) may be delivered electronically and if so delivered, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely deemed to have a material adverse effect been delivered on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting date (i) on which the financial and operational condition and affairs of LesseeBorrower posts such documents, any Guarantor and each Facility, or provide a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; (ii) on which such documents are posted on the physical condition of Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Leased Property and any Capital Additions and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) any suspected Transferon which such report is filed electronically with the SEC’s EDGAR system. Notwithstanding anything contained herein, including unless the then equity or voting ownership in Lessee or in any Controlling Person(s)Administrative Agent otherwise agrees, in each case as Lessor may reasonably request, in every instance the form of a questionnaire or otherwise, from time Borrower shall be required to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, provide paper copies of all Required Governmental Approvals the Compliance Certificates required by Section 6.02 to the Administrative Agent. Except for each such Facility (providedCompliance Certificates, however, that Lessee the Administrative Agent shall have no obligation to separately deliver request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such Required Governmental Approvals request for delivery, and each Lender shall be solely responsible for requesting delivery to the extent that Lessor then has access to a web-based system maintained by Lessee that contains it or maintaining its copies of such Required Governmental Approvals)documents.

Appears in 1 contract

Sources: Credit Agreement (TopBuild Corp)

Statements. Lessee Tenant shall furnish the following statements to LessorLandlord: (ai) within one hundred twenty Within sixty-five (12065) days after the end of each Tenant Parent’s Fiscal Years (commencing with the Fiscal Year ending December 31, 2020) or concurrently with the filing by T▇▇▇▇▇’s Parent of Lesseeits annual report on Form 10-K with the SEC, whichever is earlier: (x) Tenant’s and GuarantorParent’s fiscal yearsFinancial Statements; (y) a certificate, a copy executed by the chief financial officer or treasurer of the audited consolidated balance sheets Tenant’s Parent certifying that no default has occurred under this Lease or, if such default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; and (z) a report with respect to Tenant’s Parent’s Financial Statements from Tenant’s Parent’s accountants, which report shall be unqualified as to going concern and scope of Lessee, Guarantor audit of Tenant’s Parent and their respective consolidated its Subsidiaries (excluding any qualification as of to going concern relating to any debt maturities in the end twelve month period following the date of such fiscal year, audit or any projected financial performance or covenant default in any Material Indebtedness or this Lease in such twelve month period) and related audited consolidated statements of income, changes shall provide 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 period involved, substance that (a) such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have present fairly the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a)of Tenant’s Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and (b) that the examination by Tenant’s Parent’s accountants in connection with such Financial Statements has been made in accordance with generally accepted auditing standards; (bii) within Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of the Tenant’s Parent’s Fiscal Year (commencing with the fiscal quarter (other than ending June 30, 2020) or concurrently with the last fiscal quarter during any fiscal year filing by T▇▇▇▇▇’s Parent of its quarterly report on Form 10-Q with the applicable Person)SEC, whichever is earlier, a copy of T▇▇▇▇▇’s Parent’s Financial Statements for such period, together with a certificate, executed by the chief financial officer or treasurer of Tenant’s Parent (i) certifying that no default has occurred or, if such a copy default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) setting forth the calculation of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries financial covenants set forth in Section 23.3 hereof in reasonable detail as of the end of such fiscal quarter, to the extent one complete Test Period has been completed which has commenced following the date of this Lease and related unaudited consolidated statements(iii) certifying that such Financial Statements fairly present, changes in common stock and other stockholders’ equity and changes in all material respects, the financial position and results of Lessee, Guarantor operations of Tenant’s Parent and their respective its Subsidiaries on a consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared basis in accordance with GAAP applied on a basis consistently maintained throughout (subject to normal year-end audit adjustments and the applicable periodabsence of footnotes); (ciii) within one hundred twenty (120) days after the end of each of LesseePromptly following L▇▇▇▇▇▇▇’s and Guarantor’s fiscal yearsrequest from time to time, and together with the annual audit report furnished in accordance with clause (a) abovefive-year forecasts of Tenant’s income statement and balance sheet covering such quarterly and annual periods as may be reasonably requested by Landlord, an Officerand in a format consistent with Tenant Parent’s Certificate stating that quarterly and annual financial statements filed with the SEC, and such additional financial information and projections as may be reasonably requested by Landlord in connection with syndications, private placements, or public offerings of GLP’s or Landlord’s debt securities or loans or equity or hybrid securities and (b) such additional information and unaudited quarterly financial information concerning the Leased Property and Tenant as Landlord or GLP may require for its ongoing filings with the SEC under both the Securities Act 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 Landlord or GLP during 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 Term of this Lease, the Internal Revenue Service (including in respect of GLP’s qualification as a “real estate investment trust” (within the meaning of Section 856(a) of the Code)) and any other federal, state or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken local regulatory agency with jurisdiction over GLP or its Subsidiaries subject to remedy the sameSection 23.1(c) below); (div) within twenty Within thirty-five (2035) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with Tenant’s income statement for such month and Tenant’s balance sheet as of the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies end of such cost reports shall exceed One Thousand Five Hundred Dollars month ($1,500) for which may be subject to quarterly and year-end adjustments and the applicable request, Lessor shall reimburse Lessee for the amount absence of such reasonable costs and expenses actually incurred by Lessee in complying with such requestfootnotes); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee with respect to each calendar quarter, Tenant shall provide such financial reports for the final month thereof as soon as is reasonably practicable following the closing of the books for such month and in sufficient time so that Landlord or its Affiliate is able to include the operational results for the entire quarter in its current Form 10-Q or Form 10-K (or supplemental report filed in connection therewith); (v) Prompt Notice to Landlord 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 Tenant, the result of which Proceeding would reasonably be expected to be to revoke or suspend or terminate or modify in a way adverse to Tenant, or fail to renew or fully continue in effect, any license or certificate or operating authority pursuant to which Tenant carries on any part of the Primary Intended Use of all or any portion of the Leased Property; (vi) As soon as it is prepared and in no event later than sixty (60) days after the end of each Fiscal Year, a capital and operating budget covering the operation of the Leased Property for that Fiscal Year; and (vii) Tenant further agrees to provide the financial and operational reports to be delivered to Landlord under this Lease in such electronic format(s) as may reasonably be required by Landlord from time to time in order to facilitate Landlord’s internal financial and reporting database. T▇▇▇▇▇ also agrees that Landlord shall have no obligation audit rights with respect to separately deliver copies of any such Required Governmental Approvals information to the extent that Lessor then has access required to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals)confirm Tenant’s compliance with the Lease terms.

Appears in 1 contract

Sources: Lease (Penn National Gaming Inc)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty 120 days after the end of Parent’s fiscal year, a copy of (120i) the audited consolidated balance sheet of Parent and its Subsidiaries, consolidated statements of income, shareholders’ equity, and cash flows for Parent for such fiscal year, and (ii) the unaudited consolidating balance sheet of Parent and its Subsidiaries, consolidating statements of income, shareholders’ equity, and cash flows for Parent and its Subsidiaries for such fiscal year, all of which shall be prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such audited 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 years, a copy of the audited unaudited consolidated balance sheets of Lessee, Guarantor and their respective its consolidated Subsidiaries and Guarantor as of the end of such fiscal year, and related audited unaudited 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 period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) 120 days after the end of each of Lessee’s and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty forty-five (2045) days after the end of each calendar monthof the first twelve (12) months of the Term and the last eighteen (18) months of the Term, Facility level 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 Facility; and otherwise within forty-five (45) days after the end of each Facility of Lessee’s quarters, all quarterly consolidated financial reports Lessee produces for each such calendar monthreporting 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 Facility; (e) upon request by Lessor within thirty (but not more frequently than once each fiscal year of Lessee)30) days after filing, a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request)Facility; (f) promptly upon 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 foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; (g) within ten (10) days following Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of the Facility for purposes of licensure, 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 each 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 each the Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approvalthe Facility’s license to be operated in accordance with its Primary Intended Use; (gh) promptly upon within 120 days after the end of each fiscal year of the financial institution issuing the letter of credit required under Article XXI, if any, a copy of the audited consolidated balance sheets of such financial institution as of the end of such fiscal year, and related unaudited consolidated statements of income, changes in common stock and other stockholders equity and changes in the financial position of such financial institution and its consolidated subsidiaries for each such fiscal year, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; (i) within ten (10) days following Lessee’s receipt thereof, copies of all material claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);; and (hj) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each the 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Lease Agreement (Capital Senior Living Corp)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the The audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as sheet of the end of such fiscal yearBorrower and its Subsidiaries for the most recent Fiscal Year ended, and the related audited consolidated statements of incomeincome or operations, changes in common stock and other stockholdersshareholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor cash flows for such fiscal yearFiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied on a basis consistently maintained throughout the period involvedcovered thereby, such consolidated except as otherwise expressly noted therein; (ii) fairly present the financial statements to be certified by nationally recognized certified public accountants. For so long condition of the Borrower and its Subsidiaries as Lessee of the date thereof and Guarantor have their results of operations for the same fiscal yearperiod covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock except as otherwise expressly noted therein; and (iii) show all material indebtedness and other stockholders’ equity liabilities, direct or contingent, of the Borrower and a single audited consolidated statement its Subsidiaries as of changes in financial position shall be required under this Section 25.1.2(a);the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year The unaudited consolidated balance sheet of the applicable Person)Borrower and its Subsidiaries for the most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases were prepared in accordance with GAAP consistently applied on a basis consistently maintained throughout the applicable period;period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) within one hundred twenty (120) days after the end of each of Lessee’s The consolidated forecasted balance sheet and Guarantor’s fiscal 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy ratescash flows of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year which assumptions were fair in light of Lessee), a copy the conditions existing at the time of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies delivery of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facilityforecasts, and involving an actual or threatened warningrepresented, imposition at the time of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereofdelivery, the subject matter Borrower’s best estimate of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the its future financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).performance. ​ ​ ​

Appears in 1 contract

Sources: Credit Agreement (Orion Group Holdings Inc)

Statements. Lessee shall furnish the following statements to Lessor:LEGAL 4875-0317-8306v.49 ​ (a) Commencing with the fiscal year ending December 31, 2022, the Company shall deliver to the Investor Representative, in form and detail reasonably satisfactory to the Investor Representative as soon as available, and in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of Lessee’s and Guarantor’s fiscal yearsthe Company (or, if earlier, when required to be filed with the SEC), a copy consolidated balance sheet of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Company Group as of at the end of such fiscal year, and the related audited consolidated statements of incomeoperations and comprehensive loss, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on GAAP, or otherwise audited and accompanied by a basis consistently maintained throughout report and opinion of an independent certified public accountant of nationally recognized standing and reasonably acceptable to the Investor Representative, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit (except for a qualification or an exception to the extent related to the maturity or refinancing of borrowings under Permitted Debt or this Agreement); provided, that to the extent the components of such financial statements relating to a prior fiscal period involvedare separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such financial statements as they relate to such components; provided, further, that, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a);deemed to have been delivered to the Investor Representative on the date on which such financial statements are publicly available via ▇▇▇▇▇ on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇; and (b) The Company shall deliver to the Investor Representative, as soon as available, and in any event within forty-five (45) days after the end of each of the first three fiscal quarter (other than the last fiscal quarter during any quarters of each fiscal year of the applicable PersonCompany (or, if earlier, when required to be filed with the SEC), (i) commencing with the first such fiscal quarter ending following the Closing Date, a copy consolidated balance sheet of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries Company Group as of at the end of such fiscal quarter, and the related unaudited consolidated statementsstatements of operations and comprehensive loss, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries cash flows for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout for the applicable period; (c) within one hundred twenty (120) days after portion of the end of each of Lessee’s and GuarantorCompany’s fiscal yearsyear then ended, 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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (d) within twenty (20) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates, patient and resident mix and patient and resident rates by type for each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request); (f) promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each 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 each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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)setting forth, in each case as Lessor may reasonably requestin comparative form, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in the form of a questionnaire or otherwisereasonable detail; provided, from time that, such financial statements shall be deemed to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals delivered to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of Investor Representative on the date on which such Required Governmental Approvals)financial statements are publicly available via ▇▇▇▇▇ on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇.

Appears in 1 contract

Sources: Revenue Interest Financing Agreement (Liquidia Corp)

Statements. Lessee shall furnish the following statements to Lessor: : (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor Lessee and their respective 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, Lessee and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); ; (b) within forty-five (45) 120 days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s 's and Guarantor’s 's fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s 's Certificate stating that to the best of the signer’s '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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; ; (dc) within twenty thirty (2030) days after the end of each calendar month for those months occurring from the Commencement Date to three months after the first month in which the average Cash Flow Coverage for any Facility equals or exceeds 1.3 for such month, Facility level 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 such Facility; and thereafter within sixty (60) days after the end of each Facility for each such calendar month; (e) upon request by Lessor (but not more frequently than once each fiscal year of Lessee)'s quarters, all quarterly 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 such Facility; (d) within 120 days after the end of each of Lessee's fiscal years, a copy of each cost report report, if any, filed with the appropriate governmental agency for each Facility Facility; (providede) within thirty (30) days after they are required to be filed with the SEC, howevercopies of any annual reports and of information, with respect to each request therefordocuments and other reports, if Lessee’s reasonable costs and expenses incurred in assembling and delivering or copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500portions of any of the foregoing as the SEC may prescribe, which Emeritus is required to file with the SEC pursuant to Section 13 or 15(d) for of the applicable request, Lessor shall reimburse Lessee for the amount Securities Exchange Act of such reasonable costs and expenses actually incurred by Lessee in complying with such request); 1934; (f) promptly upon within three (3) Business Days after Lessee’s 's receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of any Facility for purposes of licensure, 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 each any 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 each such Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; such Facility's license to be operated in accordance with its Primary Intended Use; (g) promptly to the extent reasonably obtainable by Lessee, within 120 days after the end of each fiscal year of the financial institution issuing the letter of credit required under Article XXI, a copy of the audited consolidated balance sheets of such financial institution as of the end of such fiscal year, and related unaudited consolidated statements of income, changes in common stock and other stockholders equity and changes in the financial position of such financial institution and its consolidated subsidiaries for each such fiscal year, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants; (h) immediately upon Lessee’s 's receipt thereof, copies of all material claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s 's use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies); ; and (hi) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) Facility and 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 Addition thereto as Lessor may reasonably request, in the form of a questionnaire or otherwise, from time to time; and Portions . Notwithstanding the foregoing, if HCPI or an Affiliate of this exhibit that have been marked by [***] have been omitted pursuant HCPI does not own any interest (whether direct or indirect) in Lessor, Lessee shall not be required to a request for confidential treatment filed separately provide Lessor with the Securities statements set forth in subsections (a) and Exchange Commission. (ie) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each above (except to the extent that such statements are required by Facility (Mortgages); provided, however, that Lessee the foregoing shall have no obligation not be deemed or construed to separately limit or otherwise modify any requirements of Emeritus Realty under the HCPI Loan Documents, including any obligations of Emeritus Realty thereunder to deliver copies of any the financial and other instruments required by such Required Governmental Approvals subsections (a) and (c) above to HCPI as and when required under the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals)HCPI Loan Documents.

Appears in 1 contract

Sources: Master Lease (Emeritus Corp\wa\)

Statements. Lessee shall furnish the following statements to Lessor: (a) within one hundred twenty (120) 120 days after the end of each of Lessee’s and Guarantor’s 's fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor Lessee and their respective 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, Lessee and its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants. For so long as Lessee and Guarantor have the same fiscal year, only a single audited consolidated balance sheet, a single audited consolidated statement of income, a single audited consolidated statement of changes in common stock and other stockholders’ equity and a single audited consolidated statement of changes in financial position shall be required under this Section 25.1.2(a); (b) within forty-five (45) 120 days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period; (c) within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s 's fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s 's Certificate stating that to the best of the signer’s '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, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same; (dc) within twenty thirty (2030) days after the end of each calendar month 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, Facility level 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 ai>d resident rates by type for the Facility; and thereafter within sixty (60) days after the end of each of Lessee's quarters, all quarterly 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 each Facility for each such calendar monththe Facility; (ed) upon request by Lessor (but not more frequently than once within 120 days after the end of each fiscal year of Lessee)'s fiscal years, a copy of each cost report report, if any, filed with the appropriate governmental agency for each Facility the Facility; (providede) within thirty (30) days after they are required to be filed with the SEC, howevercopies of any annual reports and of information, with respect to each request therefordocuments and other reports, if Lessee’s reasonable costs and expenses incurred in assembling and delivering or copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500portions of any of the foregoing as the SEC may prescribe, which Lessee is required to file with the SEC pursuant to Section 13 or 15(d) for of the applicable request, Lessor shall reimburse Lessee for the amount Securities Exchange Act of such reasonable costs and expenses actually incurred by Lessee in complying with such request); 1934; (f) promptly upon within three (3) Business Days after Lessee’s 's receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to (i) surveys of the Facility for purposes of licensure, 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 each 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 each the Facility, and involving involvin5 an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval; (g) promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way the Facility's license to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, operated in accordance with the terms of this Lease, of the subject Facility(ies)its Primary Intended Use; (h) with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each 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, in the form of a questionnaire or otherwise, from time to time; and Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. (i) reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

Appears in 1 contract

Sources: Lease Agreement (Emeritus Corp\wa\)