Common use of Transfer of Licenses and Permits Clause in Contracts

Transfer of Licenses and Permits. In addition, upon the expiration or earlier termination of this Lease, Tenant shall, at Landlord's sole cost and expense, with respect to each Leased Property, (i) use commercially reasonable efforts to cooperate with Landlord or Landlord's nominee in connection with the processing of Landlord's or such nominee's applications for Permits and Licenses and (ii) to the extent the same are assignable or otherwise transferable by law and pursuant to the terms thereof, transfer to Landlord or Landlord's nominee the Permits and Licenses and all contracts, including contracts with governmental or quasi-governmental entities which may be necessary for the operation of the applicable Facility for its Intended Use. If requested by Landlord, Tenant will continue to manage one (1) or more of the applicable Facilities after the expiration of the Term and for up to six (6) additional months, if necessary for Landlord or Landlord's nominee to obtain all necessary Permits and Licenses on commercially reasonable terms, including, without limitation, (i) an agreement to pay Tenant a market rate management fee (which shall in no event be less that $10,000 per month per Facility net to Tenant (which $10,000 per month shall be increased by the same percentage as the Consumer Index has increased from the Base CPI Index to the Consumer Index published most closely in time to the effective date of such management agreement), (ii) an agreement for Landlord to pay all costs and expenses of operating the applicable Facility, either directly or by reimbursement to Tenant, and (iii) an agreement for Landlord to reimburse Tenant for Tenant's reasonable out-of-pocket costs and expenses, and reasonable administrative costs, and (iv) such other terms and conditions as Landlord and Tenant shall mutually agree. To that end, pending completion of the transfer of the operational control of the applicable Facility to Landlord or its nominee: (i) Tenant will provide all information reasonably requested by Landlord or its nominee for Landlord's or such nominee's use in the preparation and filing of any and all necessary applications or notifications of any federal or state governmental authority having jurisdiction over a change in the operational control of the applicable Facility, and any other information reasonably required to effect an orderly transfer of the applicable Facility; and (ii) Tenant shall use commercially reasonable efforts to keep the business and organization of the applicable Facility intact and to preserve for Landlord or its nominee the goodwill of the suppliers, distributors, residents and others having business relations with Tenant with respect to the applicable Facility (it being acknowledged that residency rates typically decline and employee turnover rates typically increase when a change in management becomes known).

Transfer of Licenses and Permits. In addition, upon the expiration or earlier termination of this Lease, Tenant shall, at Landlord's sole cost and expense, with respect to each Leased Property, (i) use commercially reasonable efforts to cooperate with Landlord or Landlord's nominee in connection with the processing of Landlord's or such nominee's applications for Permits and Licenses and (ii) to the extent the same are assignable or otherwise transferable by law and pursuant to the terms thereof, transfer to Landlord or Landlord's nominee the Permits and Licenses and all contracts, including contracts with governmental or quasi-governmental entities which may be necessary for the operation of the applicable Facility for its Intended Use. If requested by Landlord, Tenant will continue to manage one (1) or more of the applicable Facilities after the expiration of the Term and for up to six (6) additional months, if necessary for Landlord or Landlord's nominee to obtain all necessary Permits and Licenses on commercially reasonable terms, including, without limitation, (i) an agreement to pay Tenant a market rate management fee (which shall in no event be less that $10,000 per month per Facility net to Tenant (which $10,000 per month shall be increased by the same percentage as the Consumer Index has increased from the Base CPI Index to the Consumer Index published most closely in time to the effective date of such management agreement), (ii) an agreement for Landlord to pay all costs and expenses of operating the applicable Facility, either directly or by reimbursement to Tenant, and (iii) an agreement for Landlord to reimburse Tenant for Tenant's reasonable out-of-pocket costs and expenses, and reasonable administrative costs), and (iv) such other terms and conditions as Landlord and Tenant shall mutually agree. To that end, pending completion of the transfer of the operational control of the applicable Facility to Landlord or its nominee: (i) Tenant will provide all information reasonably requested by Landlord or its nominee for Landlord's or such nominee's use in the preparation and filing of any and all necessary applications or notifications of any federal or state governmental authority having jurisdiction over a change in the operational control of the applicable Facility, and any other information reasonably required to effect an orderly transfer of the applicable Facility; and (ii) Tenant shall use commercially reasonable efforts to keep the business and organization of the applicable Facility intact and to preserve for Landlord or its nominee the goodwill of the suppliers, distributors, residents and others having business relations with Tenant with respect to the applicable Facility (it being acknowledged that residency rates typically decline and employee turnover rates typically increase when a change in management becomes known).

Transfer of Licenses and Permits. In addition, upon the expiration or earlier termination of this Lease, Tenant shall, at Landlord's sole cost and expense, with respect to each Leased Property, (i) use commercially reasonable efforts to cooperate with Landlord or Landlord's nominee in connection with the processing of Landlord's or such nominee's all applications for Permits and Licenses and (ii) to the extent the same are assignable or otherwise transferable by law and or pursuant to the terms thereof, transfer to Landlord or Landlord's nominee the Permits and Licenses and all the contracts, including contracts with governmental or quasi-governmental entities which may be necessary for the operation of the applicable Facility for its Intended Use. If requested by Landlord, Tenant will continue to manage one (1) or more of the applicable Facilities Facility after the expiration of the Term and for up to six so long thereafter as is necessary (6but in no event longer than 90 days) additional months, if necessary for Landlord or Landlord's nominee to obtain all necessary Permits and Licenses on commercially such reasonable terms, including, without limitation, terms (i) which shall include an agreement to pay Tenant a market rate management fee (which shall in no event be less that $10,000 per month per Facility net to Tenant (which $10,000 per month shall be increased by the same percentage as the Consumer Index has increased from the Base CPI Index to the Consumer Index published most closely in time to the effective date of such management agreement), (ii) an agreement for Landlord to pay all costs and expenses of operating the applicable Facility, either directly or by reimbursement to Tenant, and (iii) an agreement for Landlord to reimburse Tenant for Tenant's its reasonable out-of-pocket costs and expenses, and reasonable administrative costs, and (iv) such other terms and conditions as upon which Landlord and Tenant shall mutually agree. To that end, pending completion of the transfer of the operational control of the applicable Facility to Landlord or its nominee: (i) Tenant will provide all information reasonably requested by Landlord or its nominee for Landlord's or such nominee's use in the preparation and filing of any and all necessary applications or notifications of any federal or state governmental authority having jurisdiction over a change in the operational control of the applicable Facility, and any other information reasonably required to effect an orderly transfer of the applicable Facility, and Tenant will use reasonable efforts to cause all Permits and Licenses to be issued to Landlord or to Landlord's nominee; and (ii) Tenant shall use commercially reasonable efforts to keep the business and organization of the applicable Facility intact and to preserve for Landlord or its nominee the goodwill of the suppliers, distributors, residents and others having business relations with Tenant with respect to the applicable Facility (it being acknowledged that residency rates typically decline and employee turnover rates typically increase when a change in management becomes known)Facility.

Transfer of Licenses and Permits. In addition, upon The parties acknowledge that in order to meet the expiration or earlier termination timing requirements of this Lease, Tenant shall, at Landlord's sole cost the Lessor and expense, with respect to each Leased Property, (i) use commercially reasonable efforts to cooperate with Landlord or Landlord's nominee the Additional Lessor in connection with the processing transfer of Landlord's or such nominee's applications for Permits and Licenses and (ii) the Transfer Hotels by the Lessor to the extent Additional Lessor and, incident thereto, the same are assignable or otherwise transferable by law and pursuant transfer to the terms thereofAdditional Lessee of the interest of the Lessee and the DTR Lessee in the 14 Existing Leases and the Existing DTR Lease, respectively, there has not been sufficient time in which to also effect the transfer of certain licenses and other governmental authorizations (including, in the case of certain of the Transfer Hotels, liquor licenses) with respect to Landlord or Landlord's nominee the Permits and Licenses and all contracts, including contracts with governmental or quasi-governmental entities which may be necessary for the operation of the applicable Facility for its Intended Use. If requested by Landlord, Tenant will continue Transfer Hotels from the Lessee and the DTR Lessee to manage one (1) or more of the applicable Facilities after the expiration of the Term Additional Lessee and for up to six (6) additional months, if necessary for Landlord or Landlord's nominee to obtain all necessary Permits and Licenses on commercially reasonable termsrequisite governmental approvals with respect thereto (collectively, the "Governmental Transfer Approvals"). Accordingly, the parties agree that (a) notwithstanding anything to the contrary contained in the Second Consolidated Lease Amendment (including, without limitation, (i) Sections 8.1 and 8.2 thereof), the absence of the Governmental Transfer Approvals until such time that such Governmental Transfer Approvals initially are obtained shall not constitute a default or an agreement to pay Tenant Event of Default under the Second Consolidated Lease Amendment or a market rate management fee (which shall in no event be less that $10,000 per month per Facility net to Tenant (which $10,000 per month shall be increased "Default by the same percentage Lessee" under the Original Master Agreement, as the Consumer Index has increased from the Base CPI Index amended hereby, except to the Consumer Index published most closely extent the Additional Lessee is in time breach of its obligations under paragraph (c) below which breach continues uncured beyond the expiration of the notice and grace periods provided for in Section 16.1(d) of the Second Consolidated Lease Amendment and in Section 15a of the Original Master Agreement, as amended hereby; (b) the Lessor and the Additional Lessor agree, jointly and severally, to indemnify, defend (with counsel reasonably acceptable to the effective date of such management agreementAdditional Lessee), and hold harmless the Additional Lessee and its officers, directors and controlling persons from and against any losses, claims, damages, expenses or liabilities (iior actions in respect thereof) an agreement for Landlord to pay all costs and expenses which the Additional Lessee or its officers, directors or controlling persons may become subject by reason of operating the applicable Facility, either directly or by reimbursement to Tenant, absence of the Governmental Transfer Approvals; and (iiic) an agreement for Landlord to reimburse Tenant for Tenant's reasonable out-of-pocket costs and expenses, and reasonable administrative costs, and (iv) such other terms and conditions as Landlord and Tenant shall mutually agree. To that end, pending completion at the expense of the transfer of Lessor and the operational control of Additional Lessor as set forth in Section 5 above, the applicable Facility Additional Lessee shall promptly apply for and diligently seek the Governmental Transfer Approvals and the Lessor, the Additional Lessor, the Lessee, the DTR Lessee and the Additional Lessee shall cooperate with each other in order to Landlord or its nominee: (i) Tenant will provide all information reasonably requested by Landlord or its nominee for Landlord's or such nominee's use in expeditiously obtain the preparation and filing of any and all necessary applications or notifications of any federal or state governmental authority having jurisdiction over a change in the operational control of the applicable Facility, and any other information reasonably required to effect an orderly transfer of the applicable Facility; and (ii) Tenant shall use commercially reasonable efforts to keep the business and organization of the applicable Facility intact and to preserve for Landlord or its nominee the goodwill of the suppliers, distributors, residents and others having business relations with Tenant with respect to the applicable Facility (it being acknowledged that residency rates typically decline and employee turnover rates typically increase when a change in management becomes known)Governmental Transfer Approvals.