Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32, (a) Lessee shall enter into one or more OTAs in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer operational control of the Facilities to Lessor or Lessor’s nominee pursuant to the terms of such OTAs, (b) To the extent permitted by law, Lessee shall provide all necessary information requested by Lessor or its nominee for 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 Leased Properties, and Lessee shall use its commercially reasonable efforts to cause the operating healthcare licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or shall cooperate in the efforts of Lessor or Lessor’s nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name, (c) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which are in the ordinary course of business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties in satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default, (d) To more fully preserve and protect Lessor’s rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this Section
Appears in 2 contracts
Samples: Master Lease Agreement (Sun Healthcare Group Inc), Master Lease Agreement (Omega Healthcare Investors Inc)
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee shall enter into one or more OTAs in the form of Exhibit E F hereto with respect to the Leased Properties and shall transfer operational control of the Facilities to Lessor or Lessor’s nominee pursuant to the terms of such OTAs,
(b) To the extent permitted by law, Lessee shall provide all necessary information requested by Lessor or its nominee for 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 Leased Properties, and Lessee shall use its commercially reasonable efforts to cause the operating healthcare licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or shall cooperate in the efforts of Lessor or Lessor’s nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name,
(c) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which are in the ordinary course of business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,
(d) To more fully preserve and protect Lessor’s rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this SectionSection 34.2, including, without limitation, the preparation, execution and filing with the Board of Health of the State or other appropriate agency of the State or department any and all required “Letters of Responsibility” or similar documents. Lessee further hereby grants to Lessor the full power and authority to appoint one or more substitutes to perform any of the acts that Lessor is authorized to perform under this Section 34.2, with a right to revoke such appointment of substitution at pleasure. The power of attorney granted pursuant to this Section is coupled with an interest and therefore is irrevocable. Any person dealing with Lessor may rely upon the representation of Lessor relating to any authority granted by this power of attorney, including the intended scope of the authority, and may accept the written certificate of Lessor that this power of attorney is in full force and effect. Photographic or other facsimile reproductions of this Master Lease may be made and delivered by Lessor, and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Lessor, or upon a reproduction of the Lease, shall not be liable for permitting Lessor to perform any act pursuant to this power of attorney. Notwithstanding the foregoing, Lessor shall not exercise this power of attorney until, and only during the continuance of, an uncured Event of Default under this Master Lease. Lessor shall provide to Lessee copies of any writing as to which Lessor has exercised the power of attorney.
Appears in 1 contract
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee shall enter into one or more OTAs cooperate in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor or Lessor’s 's nominee pursuant if the term of the Lease expires without extension or renewal or the purchase of any Parcel or Parcels by Lessee, or if this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its best efforts, without incurring material cost or liability (except that such limitation shall not apply in the event of termination upon the occurrence of an Event of Default), to accomplish such transfer with minimal disruption of the terms business conducted at each Facility. To that end, pending completion of such OTAs,the transfer of the operational control of the Facilities to Lessor or its nominee, Lessee covenants as follows:
(bi) To Lessee will not terminate the extent permitted by lawemployment of any employees without just cause, or change any salaries (other than normal merit raises and the pre-announced wage increases of which Lessor has knowledge) or employment agreements without the advance written consent of Lessor other than customary raises to non-officers at regular review dates, and will not hire any additional employees except in good faith in the ordinary course of business.
(ii) Lessee shall will provide all necessary information requested by Lessor or its nominee for 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 Leased Propertiesapplicable Facility, and Lessee shall will use its commercially reasonable efforts best efforts, without incurring material cost or liability (except that such limitation shall not apply in the event of termination upon the occurrence of an Event of Default), to cause the operating healthcare licenses held by Lessee health care license to be transferred to Lessor or to Lessor’s nominee or 's nominee.
(iii) Lessee shall cooperate continue to operate the business in accordance with reasonable and standard industry practices to keep the efforts business and organization of the applicable Facility intact and to preserve for Lessor or Lessor’s its nominee to secure operating healthcare licenses the goodwill of the suppliers, distributors, residents and others having business relations with Lessee with respect to the Leased Properties in its own name,applicable Facility.
(civ) Lessee shall engage only in transactions or other activities with respect to the Leased Properties applicable Facility which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties applicable Facility in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided, however, .
(v) Lessee agrees to fully cooperate with Lessor or its nominee in supplying any and all information that may be reasonably required to effect an orderly transfer of the applicable Facility.
(ivi) Lessee shall have no obligation to make any Material Capital Improvements to any provide Lessor or its nominee with full and complete information regarding the employees of the Leased Properties unless applicable Facility and shall reimburse Lessor agrees to or its nominee for all outstanding accrued employee benefits, including accrued vacation, sick and holiday pay for the cost thereof calculated on a true accrual basis, including all earned and a prorated portion of all unearned benefits.
(iivii) Lessee shall have no use its best efforts, without incurring material cost or liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any (except that such Material Capital Improvements; provided, further, that nothing herein limitation shall affect any claims which Lessor may have against Lessee not apply in the event this Master Lease was terminated as a result of termination upon the occurrence of an Event of Default,
(d) To more fully preserve ), to obtain the acknowledgment and protect Lessor’s rights under this Section 34.2the consent of any creditor, lessor or sublessor, mortgagee, beneficiary of a deed of trust or security agreement affecting the real and personal properties of Lessee does hereby make, constitute or any other party whose acknowledgment and/or consent would be required because of a change in the operational control of the applicable Facility and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this Sectiontransfer of personal property.
Appears in 1 contract
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee Tenant shall enter into one or more OTAs cooperate in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor Landlord or Lessor’s Landlord's nominee pursuant if the Term expires without extension or renewal by Tenant, or if this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its best efforts, (without incurring material cost or liability except after an Event of Default), to accomplish such transfer with minimal disruption of the terms business conducted at each Facility. To that end, pending completion of such OTAs,the transfer of operational control of the Facilities to Landlord or its nominee, Tenant agrees that:
(a) Tenant will not terminate the employment of any employees without just cause, or change any salaries (other than normal merit raises and the pre-announced wage increases of which Landlord has knowledge) or employment agreements without Landlord's consent other than customary raises to non-officers at regular review dates, and will not hire additional employees except in good faith in the ordinary course of business.
(b) To the extent permitted by law, Lessee shall Tenant will provide all necessary information requested by Lessor Landlord or its nominee for 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 Leased Propertiesapplicable Facility, and Lessee shall Tenant will use its commercially reasonable efforts best efforts, (without incurring material cost or liability except after an Event of Default), to cause the operating healthcare licenses held by Lessee health care license to be transferred to Lessor Landlord or Landlord's nominee.
(c) Tenant shall continue to Lessor’s operate the business in accordance with reasonable and standard industry practices to keep the business and organization of the applicable Facility intact and to preserve for Landlord or its nominee or shall cooperate in the efforts goodwill of Lessor or Lessor’s nominee to secure operating healthcare licenses the suppliers, distributors, residents and others having business relations with Tenant with respect to the Leased Properties in its own name,applicable Facility.
(cd) Lessee Tenant shall engage only in transactions or other activities with respect to the Leased Properties applicable Facility which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties applicable Facility in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided, however, .
(e) Tenant shall cooperate fully with Landlord or its nominee in supplying any information that (i) Lessee shall have no obligation may be reasonably required to make any Material Capital Improvements to any effect an orderly transfer of the Leased Properties unless Lessor agrees to pay for applicable Facility.
(f) Tenant shall provide Landlord or its nominee with full and complete information regarding the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result employees of the failure applicable Facility and shall reimburse Landlord or its nominee for all outstanding accrued employee benefits, including accrued vacation, sick and holiday pay calculated on a true accrual basis, including all earned and a prorated portion of Lessee to make any such Material Capital Improvements; providedall unearned benefits.
(g) Tenant shall use its best efforts, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an (without incurring material cost or liability except after Event of Default,
(d) To more fully preserve ), to obtain the acknowledgment and protect Lessor’s rights under this Section 34.2the consent of any creditor, Lessee does hereby makeLandlord or sublandlord, constitute mortgagee, beneficiary of a deed of trust or security agreement affecting the real and appoint Lessor its true personal properties of Tenant or any other party whose acknowledgment and/or consent would be required because of a change in the operational control of the applicable Facility and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this Sectiontransfer of personal property.
Appears in 1 contract
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee shall enter into one or more OTAs in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer operational control of the Facilities to Lessor or Lessor’s 's nominee pursuant to the terms of such OTAs,
(b) To the extent permitted by law, Lessee shall provide all necessary information requested by Lessor or its nominee for 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 Leased Properties, and Lessee shall use its commercially reasonable efforts to cause the operating healthcare licenses held by Lessee to be transferred to Lessor or to Lessor’s 's nominee or shall cooperate in the efforts of Lessor or Lessor’s 's nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name,
(c) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which are in the ordinary course of business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,
(d) To more fully preserve and protect Lessor’s 's rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this SectionSection 34.2, including, without limitation, the preparation, execution and filing with the Board of Health of the State or other appropriate agency of the State or department any and all required "Letters of Responsibility" or similar documents. Lessee further hereby grants to Lessor the full power and authority to appoint one or more substitutes to perform any of the acts that Lessor is authorized to perform under this Section 34.2, with a right to revoke such appointment of substitution at pleasure. The power of attorney granted pursuant to this Section is coupled with an interest and therefore is irrevocable. Any person dealing with Lessor may rely upon the representation of Lessor relating to any authority granted by this power of attorney, including the intended scope of the authority, and may accept the written certificate of Lessor that this power of attorney is in full force and effect. Photographic or other facsimile reproductions of this Master Lease may be made and delivered by Lessor, and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Lessor, or upon a reproduction of the Lease, shall not be liable for permitting Lessor to perform any act pursuant to this power of attorney. Notwithstanding the foregoing, Lessor shall not exercise this power of attorney until, and only during the continuance of, an uncured Event of Default under this Master Lease. Lessor shall provide to Lessee copies of any writing as to which Lessor has exercised the power of attorney.
Appears in 1 contract
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee Tenant shall enter into one or more OTAs cooperate in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor Landlord or Lessor’s Landlord's nominee pursuant if the Term expires without extension or renewal by Tenant, or if this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its best efforts, (without incurring material cost or liability except after Event of Default), to accomplish such transfer with minimal disruption of the business conducted at each Facility. To that end, pending completion of the transfer of operational control of the Facilities to Landlord or its nominee, Tenant agrees that during the period beginning ninety (90) days prior to the terms expiration of such OTAs,the Term of this Lease (or at any time upon the occurrence of an Event of Default):
(a) Tenant will not terminate the employment of any employees without just cause, or change any salaries (other than normal merit raises and the pre-announced wage increases of which Landlord has knowledge) or employment agreements without Landlord's consent other than customary raises to non-officers at regular review dates, and will not hire additional employees except in good faith in the ordinary course of business.
(b) To the extent permitted by law, Lessee shall Tenant will use its best efforts to provide all necessary information requested by Lessor Landlord or its nominee for 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 Leased Propertiesapplicable Facility, and Lessee shall use its commercially reasonable efforts Tenant will cooperate (without incurring material cost or liability except after an Event of Default), to cause the operating healthcare licenses held by Lessee health care license to be transferred to Lessor Landlord or Landlord's nominee and will also cooperate with any healthcare certification procedures required of Landlord or Landlord's nominee by applicable law.
(c) Tenant shall continue to Lessor’s operate the business in accordance with reasonable and standard industry practices to keep the business and organization of the applicable Facility intact and to preserve for Landlord or its nominee or shall cooperate in the efforts goodwill of Lessor or Lessor’s nominee to secure operating healthcare licenses the suppliers, distributors, residents and others having business relations with Tenant with respect to the Leased Properties in its own name,applicable Facility.
(cd) Lessee Tenant shall engage only in transactions or other activities with respect to the Leased Properties applicable Facility which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties applicable Facility in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided, however, .
(e) Tenant shall cooperate fully with Landlord or its nominee in supplying any information that (i) Lessee shall have no obligation may be reasonably required to make any Material Capital Improvements to any effect an orderly transfer of the Leased Properties unless Lessor agrees to pay for applicable Facility.
(f) Tenant shall provide Landlord or its nominee with full and complete information regarding the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result employees of the failure applicable Facility and shall reimburse Landlord or its nominee for all outstanding accrued employee benefits, including accrued vacation, sick and holiday pay calculated on a true accrual basis, including all earned and a prorated portion of Lessee to make any such Material Capital Improvements; providedall unearned benefits.
(g) Tenant shall use its best efforts, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an (without incurring material cost or liability except after Event of Default,
(d) To more fully preserve ), to obtain the acknowledgment and protect Lessor’s rights under this Section 34.2the consent of any creditor, Lessee does hereby makeLandlord or sublandlord, constitute mortgagee, beneficiary of a deed of trust or security agreement affecting the real and appoint Lessor its true personal properties of Tenant or any other party whose acknowledgment and/or consent would be required because of a change in the operational control of the applicable Facility and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this Sectiontransfer of personal property.
Appears in 1 contract
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee shall enter into one or more OTAs in the form of Exhibit E F hereto with respect to the Leased Properties and shall transfer operational control of the Facilities to Lessor or Lessor’s nominee pursuant to the terms of such OTAs,
(b) To the extent permitted by law, Lessee shall provide all necessary information requested by Lessor or its nominee for 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 Leased Properties, and Lessee shall use its commercially reasonable efforts to cause the operating healthcare licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or shall cooperate in the efforts of Lessor or Lessor’s nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name,
(c) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which are in the ordinary course of business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties in satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,
(d) To more fully preserve and protect Lessor’s rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this SectionSection 34.2, including, without limitation, the preparation, execution and filing with the Board of Health of the State or other appropriate agency of the State or department any and all required “Letters of Responsibility” or similar documents. Lessee further hereby grants to Lessor the full power and authority to appoint one or more substitutes to perform any of the acts that Lessor is authorized to perform under this Section 34.2, with a right to revoke such appointment of substitution at pleasure. The power of attorney granted pursuant to this Section is coupled with an interest and therefore is irrevocable. Any person dealing with Lessor may rely upon the representation of Lessor relating to any authority granted by this power of attorney, including the intended scope of the authority, and may accept the written certificate of Lessor that this power of attorney is in full force and effect. Photographic or other facsimile reproductions of this Master Lease may be made and delivered by Lessor, and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Lessor, or upon a reproduction of the Lease, shall not be liable for permitting Lessor to perform any act pursuant to this power of attorney. Notwithstanding the foregoing, Lessor shall not exercise this power of attorney until, and only during the continuance of, an uncured Event of Default under this Master Lease. Lessor shall provide to Lessee copies of any writing as to which Lessor has exercised the power of attorney.
Appears in 1 contract
Samples: Master Lease Agreement (Omega Healthcare Investors Inc)
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee Tenant shall enter into one or more OTAs cooperate fully in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor Landlord or LessorLandlord’s nominee pursuant if the Term expires without renewal or purchase by Tenant upon separate agreement of the parties (there being no purchase option on the part of Tenant under this Lease), or this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its reasonable best efforts to cause the terms business conducted at the Facilities to continue without interruption. To that end, pending completion of such OTAs,the transfer of the operational control of the Facilities to Landlord or its nominee:
(bi) To Tenant will not terminate the extent permitted employment of any employees without just cause, or change any salaries, provided, however, that without the advance written consent of Landlord Tenant may grant pre‑announced wage increases of which Landlord has knowledge, increases required by law, Lessee shall written employment agreements and normal raises to non‑officers at regular review dates; and Tenant will not hire any additional employees except in good faith in the ordinary course of business;
(ii) Tenant will provide all necessary information requested by Lessor Landlord or its nominee for 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 Leased PropertiesFacilities, and Lessee shall any other information reasonably required to effect an orderly transfer of the Facilities, and Tenant will use its commercially reasonable best efforts to cause the all operating healthcare health care licenses held by Lessee to be transferred to Lessor Landlord or to LessorLandlord’s nominee;
(iii) Tenant shall use its best efforts to keep the business and organization of the Facilities intact and to preserve for Landlord or its nominee or shall cooperate in the efforts goodwill of Lessor or Lessor’s nominee to secure operating healthcare licenses the suppliers, distributors, residents and others having business relations with Tenant with respect to the Leased Properties in its own name,Facilities;
(civ) Lessee Tenant shall engage only in transactions or other activities with respect to the Leased Properties Facilities which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties Facilities in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are A request for confidential treatment has been made with respect to portions of this document that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 83 Master Lease (OHI - Diversicare) Derwent – 9.25.18 consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; providedbusiness and in accordance with the terms and conditions of this Lease;
(v) Tenant shall provide Landlord or its nominee with full and complete information regarding the employees of the Facilities and shall reimburse Landlord or its nominee for all outstanding accrued employee benefits, howeverincluding accrued vacation, sick and holiday pay calculated on a true accrual basis, including all earned and a prorated portion of all unearned benefits;
(vi) Tenant shall use its best efforts to obtain the acknowledgment and the consent of any creditor, landlord or sublandlord, mortgagee, beneficiary of a deed of trust or security agreement affecting the real and personal properties of Tenant or any other party whose acknowledgment and/or consent would be required because of a change in the operational control of the Facilities and transfer of personal property. The consent must be in form, scope and substance satisfactory to Landlord or its nominee, including, without limitation, an acknowledgment in respect to all such contracts, leases, deeds of trust, mortgage, security agreements, or other agreements that Tenant and all predecessors or successors‑in‑interest thereto are not in default in respect thereto, that no condition known to the consenting party exists which with the giving of notice or lapse of time would result in such a default, and, if requested, affirmatively consenting to the change in the operational control of the Facilities;
(ivii) Lessee Tenant shall not encourage the transfer of any patients from the Facilities;
(viii) Tenant consents to Landlord, or its nominee, seeking to employ any on-site employees of the Facilities, but neither Landlord nor its nominee shall have no any obligation to make employ any Material Capital Improvements to any employees of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,Facilities;
(dix) To more fully preserve and protect LessorLandlord’s rights under this Section 34.2Section, Lessee Tenant does hereby make, constitute and appoint Lessor Landlord its true and lawful attorney-in-factattorney‑in‑fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor Landlord may deem to be necessary or desirable to protect and preserve the rights granted under this Section, including, without limitation, the preparation, execution and filing with the Board of Health (or similar agency) of each State or any and all required “Letters of Responsibility” or similar documents. Tenant hereby grants to Landlord the full power and authority to appoint one or more substitutes to perform any of the acts that Landlord is authorized to perform under this Section, with a right to revoke such appointment of substitution at Landlord’s pleasure. The power of attorney granted pursuant to this Section is coupled with an interest and therefore is irrevocable. Any person dealing with Landlord may rely upon the representation of Landlord relating to any authority granted by this power of attorney, including the intended scope of the authority, and may accept the written certificate of Landlord that this power of attorney is in full force and effect. Photographic or other facsimile reproductions of this executed Lease may be made and delivered by Landlord, and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts in reliance A request for confidential treatment has been made with respect to portions of this document that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 84 Master Lease (OHI - Diversicare) Derwent – 9.25.18 upon any representation or certificate of Landlord, or upon a reproduction of this Lease, shall not be liable for permitting Landlord to perform any act pursuant to this power of attorney. Notwithstanding the foregoing, Landlord covenants with Tenant that Landlord shall refrain from exercising the power of attorney granted hereby except in the case of an Event of Default hereunder or in the event of a default, which, in Landlord’s reasonable judgment, may lead to the suspension or revocation of any license of Tenant or of any subtenant.
Appears in 1 contract
Samples: Master Lease (Diversicare Healthcare Services, Inc.)
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee Tenant shall enter into one or more OTAs cooperate in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor Landlord or Lessor’s Landlord's nominee pursuant if the Term expires without extension or renewal by Tenant, or if this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its best efforts, (without incurring material cost or liability except after Event of Default), to accomplish such transfer with minimal disruption of the business conducted at each Facility. To that end, pending completion of the transfer of operational control of the Facilities to Landlord or its nominee, Tenant agrees that during the period beginning ninety (90) days prior to the terms expiration of such OTAs,the Term of this Lease (or at any time upon the occurrence of an Event of Default):
(a) Tenant will not terminate the employment of any employees without just cause, or change any salaries (other than normal merit raises and the pre-announced wage increases of which Landlord has knowledge) or employment agreements without Landlord's consent other than customary raises to non-officers at regular review dates, and will not hire additional employees except in good faith in the ordinary course of business.
(b) To the extent permitted by law, Lessee shall Tenant will provide all necessary information requested by Lessor Landlord or its nominee for 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 Leased Propertiesapplicable Facility, and Lessee shall use its commercially reasonable efforts Tenant will cooperate (without incurring material cost or liability except after an Event of Default), to cause the operating healthcare licenses held by Lessee health care license to be transferred to Lessor Landlord or Landlord's nominee.
(c) Tenant shall continue to Lessor’s operate the business in accordance with reasonable and standard industry practices to keep the business and organization of the applicable Facility intact and to preserve for Landlord or its nominee or shall cooperate in the efforts goodwill of Lessor or Lessor’s nominee to secure operating healthcare licenses the suppliers, distributors, residents and others having business relations with Tenant with respect to the Leased Properties in its own name,applicable Facility.
(cd) Lessee Tenant shall engage only in transactions or other activities with respect to the Leased Properties applicable Facility which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties applicable Facility in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided, however, .
(e) Tenant shall cooperate fully with Landlord or its nominee in supplying any information that (i) Lessee shall have no obligation may be reasonably required to make any Material Capital Improvements to any effect an orderly transfer of the Leased Properties unless Lessor agrees to pay for applicable Facility.
(f) Tenant shall provide Landlord or its nominee with full and complete information regarding the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result employees of the failure applicable Facility and shall reimburse Landlord or its nominee for all outstanding accrued employee benefits, including accrued vacation, sick and holiday pay calculated on a true accrual basis, including all earned and a prorated portion of Lessee to make any such Material Capital Improvements; providedall unearned benefits.
(g) Tenant shall use its best efforts, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an (without incurring material cost or liability except after Event of Default,
(d) To more fully preserve ), to obtain the acknowledgment and protect Lessor’s rights under this Section 34.2the consent of any creditor, Lessee does hereby makeLandlord or sublandlord, constitute mortgagee, beneficiary of a deed of trust or security agreement affecting the real and appoint Lessor its true personal properties of Tenant or any other party whose acknowledgment and/or consent would be required because of a change in the operational control of the applicable Facility and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this Sectiontransfer of personal property.
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Transfer of Operational Control of the Facilities. Upon the expiration If this Lease expires without extension, or earlier termination is terminated for any reason other than Lessees' purchase as to any of the Term other than as Facilities, pending a result transfer of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee shall enter into one or more OTAs in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer operational control of the Facilities to Lessor or Lessor’s nominee pursuant to the terms of such OTAs,its nominee, Lessees covenant as follows:
(bi) To Lessees will not effect any changes in salaries (other than normal merit raises and the extent permitted by lawpre-announced wage increases of which Lessor has knowledge) or employment agreements, Lessee shall if any, without the advance written consent of Lessor other than customary raises to non-officers at regular review dates; and will not hire any additional employees except in good faith in the ordinary course of business.
(ii) Lessees will provide all necessary information requested by Lessor or its nominee for the preparation and filing of any and all necessary applications or notifications of for any federal or state governmental authority having jurisdiction over a change in the operational control of the Leased PropertiesFacilities, and Lessee shall Lessees will use its commercially reasonable their best efforts to cause the operating healthcare licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or nominee.
(iii) Lessees shall cooperate in use their best efforts to keep the efforts business and organization of the Facilities intact and to preserve for Lessor or Lessor’s its nominee to secure operating healthcare licenses the good will of the suppliers, distributors, residents and others having business relations with Lessees with respect to the Leased Properties in its own name,Facilities.
(civ) Lessee Lessees shall engage only in transactions or other activities with respect to the Leased Properties Facilities which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties Facilities in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided.
(v) Lessees shall fully cooperate with Lessor or its nominee in supplying any and all information that may be reasonably required to effect an orderly transfer of the Facilities.
(vi) Lessees shall provide Lessor or its nominee with full and complete information regarding the employees of the Facilities and shall reimburse Lessor or its nominee for all outstanding accrued employee benefits, howeverincluding accrued vacation, sick and holiday pay calculated on a true accrual basis, including all earned and a prorated portion of all unearned benefits.
(vii) Lessees shall use their best efforts to obtain the acknowledgment and the consent of any creditor, lessor or sublessor, mortgagee, beneficiary of a deed of trust or security agreement affecting the real and personal properties of Lessees or any other party whose acknowledgment and/or consent would be required because of a change in the operational control of the Facilities and transfer of personal property, such consent to be in form, scope and substance satisfactory to Lessor or its nominee, including, without limitation, an acknowledgment in respect to all such contracts, leases, deeds of trust, mortgages, security agreements, or other agreements that Lessees and all predecessors or successors-in-interest thereto are not in default in respect thereto, that (i) Lessee shall have no obligation condition known to make any Material Capital Improvements the consenting party exists which with the giving of notice or lapse of time would result in such a default, and, if requested, affirmatively consenting to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee change in the event this Master Lease was terminated as a result operational control of an Event of Default,Facilities.
(dviii) To more fully preserve and protect the Lessor’s 's rights under this Section 34.236.3, Lessee does Lessees do hereby jointly and severally make, constitute and appoint Lessor its their true and lawful attorney-in-fact, for it them and each of them and in its nametheir names, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the its rights granted under this SectionSection 36.3, including, without limitation, the preparation, execution and filing with the Board of Health of the State or other appropriate agency of the State or department any and all required "Letters of Responsibility" or similar documents. Lessees further hereby grant to Lessor the full power and authority to appoint 87 89 one or more substitutes to perform any of the acts that Lessor is authorized to perform hereunder, with a right to revoke such appointment of substitution at pleasure. The power of attorney granted pursuant to this Section is coupled with an interest and therefore is irrevocable. Any Person dealing with Lessor may rely upon the representation of Lessor relating to any authority granted by this power of attorney, including the intended scope of the authority, and may accept the written certificate of Lessor that this power of attorney is in full force and effect. Photographic or other facsimile reproductions of this executed Agreement may be made and delivered by Lessor, and may be relied upon by any Person to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Lessor, or upon a reproduction of this Lease, shall not be liable for permitting Lessor to perform any act pursuant to this power of attorney.
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Transfer of Operational Control of the Facilities. 27.2.1 Lessee acknowledges and agrees that, subject to applicable law, the certificates of need and licenses necessary to operate the Leased Properties for the Primary Intended Use are appurtenant to the Leased Properties, both during and following the expiration or earlier termination of the Term. If the certificates of need or licenses to operate the Leased Properties for the Primary Intended Use are issued to Lessee, the Sublessees or the Manager, Xxxxxx agrees that it will cooperate with Lessor to turn over to Lessor or its designee, upon the expiration or earlier termination of the Term, all of Lessee’s rights in connection with the certificate of need and/or licenses.
27.2.2 Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Term, Lessee shall enter into one or more OTAs cooperate fully in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor or Lessor’s nominee pursuant and shall use its best efforts to cause the terms business conducted at the Facility to continue without interruption. Upon the request of such OTAs,
(b) To the extent permitted by lawLessor, Lessee shall execute and deliver an Operations Transfer Agreement to Lessor and any new operator identified by Lessor in substantially the same form as the Operations Transfer Agreement attached as Exhibit F. The obligation of Lessee regarding the Operations Transfer Agreement shall survive the termination of this Lease. To that end, pending completion of the transfer of the operational control of the Facility to Lessor or its nominee:
(a) Lessee will provide all necessary information requested by Lessor or its nominee for 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 Leased PropertiesFacility, and any other information reasonably required to effect an orderly transfer of the Facility, and Lessee shall will use its commercially reasonable best efforts to cause the all operating healthcare health care licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or shall cooperate in the efforts of Lessor or Lessor’s nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name,nominee; and
(cb) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which Facility that are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties Facility in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which that are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,
(d) To more fully preserve and protect Lessor’s rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it business and in its name, place accordance with the terms and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under conditions of this SectionLease.
Appears in 1 contract
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee Tenant shall enter into one or more OTAs cooperate fully in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor Landlord or LessorLandlord’s nominee pursuant if the Term expires without renewal or purchase by Tenant upon separate agreement of the parties (there being no purchase option on the part of Tenant under this Lease), or this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its reasonable best efforts to cause the terms business conducted at the Facilities to continue without interruption. To that end, pending completion of such OTAs,the transfer of the operational control of the Facilities to Landlord or its nominee:
(bi) To Tenant will not terminate the extent permitted employment of any employees without just cause, or change any salaries, provided, however, that without the advance written consent of Landlord Tenant may grant pre‑announced wage increases of which Landlord has knowledge, increases required by law, Lessee shall written employment agreements and normal raises to non‑officers at regular review dates; and Tenant will not hire any additional employees except in good faith in the ordinary course of business;
(ii) Tenant will provide all necessary information requested by Lessor Landlord or its nominee for 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 Leased PropertiesFacilities, and Lessee shall any other information reasonably required to effect an orderly transfer of the Facilities, and Tenant will use its commercially reasonable best efforts to cause the all operating healthcare health care licenses held by Lessee to be transferred to Lessor Landlord or to LessorLandlord’s nominee;
(iii) Tenant shall use its best efforts to keep the business and organization of the Facilities intact and to preserve for Landlord or its nominee or shall cooperate in the efforts goodwill of Lessor or Lessor’s nominee to secure operating healthcare licenses the suppliers, distributors, residents and others having business relations with Tenant with respect to the Leased Properties in its own name,Facilities;
(civ) Lessee Tenant shall engage only in transactions or other activities with respect to the Leased Properties Facilities which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties Facilities in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; providedbusiness and in accordance with the terms and conditions of this Lease;
(v) Tenant shall provide Landlord or its nominee with full and complete information regarding the employees of the Facilities and shall reimburse Landlord or its nominee for all outstanding accrued employee benefits, howeverincluding accrued vacation, sick and holiday pay calculated on a true accrual basis, including all earned and a prorated portion of all unearned benefits;
(vi) Tenant shall use its best efforts to obtain the acknowledgment and the consent of any creditor, landlord or sublandlord, mortgagee, beneficiary of a deed of trust or security agreement affecting the real and personal properties of Tenant or any other party whose acknowledgment and/or consent would be required because of a change in the operational control of the Facilities and transfer of personal property. The consent must be in form, scope and substance satisfactory to Landlord or its nominee, including, without limitation, an acknowledgment in respect to all such contracts, leases, deeds of trust, mortgage, security agreements, or other agreements that Tenant and all predecessors or successors‑in‑interest thereto are not in default in respect thereto, that no condition known to the consenting party exists which with the giving of notice or lapse of time would result in such a default, and, if requested, affirmatively consenting to the change in the operational control of the Facilities;
(ivii) Lessee Tenant shall not encourage the transfer of any patients from the Facilities;
(viii) Tenant consents to Landlord, or its nominee, seeking to employ any on-site employees of the Facilities, but neither Landlord nor its nominee shall have no any obligation to make employ any Material Capital Improvements to any employees of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,Facilities;
(dix) To more fully preserve and protect LessorLandlord’s rights under this Section 34.2Section, Lessee Tenant does hereby make, constitute and appoint Lessor Landlord its true and lawful attorney-in-factattorney‑in‑fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor Landlord may deem to be necessary or desirable to protect and preserve the rights granted under this Section, including, without limitation, the preparation, execution and filing with the Board of Health (or similar agency) of each State or any and all required “Letters of Responsibility” or similar documents. Tenant hereby grants to Landlord the full power and authority to appoint one or more substitutes to perform any of the acts that Landlord is authorized to perform under this Section, with a right to revoke such appointment of substitution at Landlord’s pleasure. The power of attorney granted pursuant to this Section is coupled with an interest and therefore is irrevocable. Any person dealing with Landlord may rely upon the representation of Landlord relating to any authority granted by this power of attorney, including the intended scope of the authority, and may accept the written certificate of Landlord that this power of attorney is in full force and effect. Photographic or other facsimile reproductions of this executed Lease may be made and delivered by Landlord, and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Landlord, or upon a reproduction of this Lease, shall not be liable for permitting Landlord to perform any act pursuant to this power of attorney. Notwithstanding the foregoing, Landlord covenants with Tenant that Landlord shall refrain from exercising the power of attorney granted hereby except in the case of an Event of Default hereunder or in the event of a default, which, in Landlord’s reasonable judgment, may lead to the suspension or revocation of any license of Tenant or of any subtenant.
Appears in 1 contract
Samples: Master Lease (Diversicare Healthcare Services, Inc.)
Transfer of Operational Control of the Facilities. 27.2.1 Lessee acknowledges and agrees that, subject to applicable law, the certificates of need and licenses necessary to operate the Leased Properties for the Primary Intended Use are appurtenant to the Leased Properties, both during and following the expiration or earlier termination of the Term. If the certificates of need or licenses to operate the Leased Properties for the Primary Intended Use are issued to Lessee, the Sublessees or the Manager, Lxxxxx agrees that it will cooperate with Lessor to turn over to Lessor or its designee, upon the expiration or earlier termination of the Term, all of Lessee’s rights in connection with the certificate of need and/or licenses.
27.2.2 Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Term, Lessee shall enter into one or more OTAs cooperate fully in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor or Lessor’s nominee pursuant and shall use its best efforts to cause the terms business conducted at the Facility to continue without interruption. Upon the request of such OTAs,
(b) To the extent permitted by lawLessor, Lessee shall execute and deliver an Operations Transfer Agreement to Lessor and any new operator identified by Lessor in substantially the same form as the Operations Transfer Agreement attached as Exhibit F. The obligation of Lessee regarding the Operations Transfer Agreement shall survive the termination of this Lease. To that end, pending completion of the transfer of the operational control of the Facility to Lessor or its nominee:
(a) Lessee will provide all necessary information requested by Lessor or its nominee for 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 Leased PropertiesFacility, and any other information reasonably required to effect an orderly transfer of the Facility, and Lessee shall will use its commercially reasonable best efforts to cause the all operating healthcare health care licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or shall cooperate in the efforts of Lessor or Lessor’s nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name,nominee; and
(cb) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which Facility that are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties Facility in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which that are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,
(d) To more fully preserve and protect Lessor’s rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it business and in its name, place accordance with the terms and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under conditions of this SectionLease.
Appears in 1 contract
Transfer of Operational Control of the Facilities. Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Lessee shall enter into one or more OTAs cooperate fully in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor or Lessor’s nominee pursuant if the Term expires without renewal or purchase by Lessee, or this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its reasonable best efforts to cause the terms business conducted at the Facilities to continue without interruption. To that end, pending completion of such OTAs,the transfer of the operational control of the Facilities to Lessor or its nominee:
(bi) To Lessee will not terminate the extent permitted employment of any employees without just cause, or change any salaries, provided, however, that without the advance written consent of Lessor Lessee may grant pre-announced wage increases of which Lessor has knowledge, increases required by law, written employment agreements and normal raises to non-officers at regular review dates; and Lessee shall will not hire any additional employees except in good faith in the ordinary course of business;
(ii) Lessee will provide all necessary information requested by Lessor or its nominee for 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 Leased PropertiesFacilities, and any other information reasonably required to effect an orderly transfer of the Facilities, and Lessee shall will use its commercially reasonable best efforts to cause the all operating healthcare health care licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or nominee;
(iii) Lessee shall cooperate in use its best efforts to keep the efforts business and organization of the Facilities intact and to preserve for Lessor or Lessor’s its nominee to secure operating healthcare licenses the goodwill of the suppliers, distributors, residents and others having business relations with Lessee with respect to the Leased Properties in its own name,Facilities;
(civ) Lessee shall engage only in transactions or other activities with respect to the Leased Properties Facilities which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Leased Properties Facilities in satisfactory satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property personal property except in the ordinary course of business; provided, however, that business and in accordance with the terms and conditions of this Lease;
(iv) Lessee shall have no obligation to make any Material Capital Improvements to any provide Lessor or its nominee with full and complete information regarding the employees of the Leased Properties unless Facilities and shall reimburse Lessor agrees to or its nominee for all outstanding accrued employee benefits, including accrued vacation, sick and holiday pay for the cost thereof calculated on a true accrual basis, including all earned and a prorated portion of all unearned benefits;
(iivi) Lessee shall have no liability for use its best efforts to obtain the acknowledgment and the consent of any damage which may creditor, lessor or sublessor, mortgagee, beneficiary of a deed of trust or security agreement affecting the real and personal properties of Lessee or any other party whose acknowledgment and/or consent would be suffered by it or Lessor as required because of a result change in the operational control of the failure Facilities and transfer of personal property. The consent must be in form, scope and substance satisfactory to Lessor or its nominee, including, without limitation, an acknowledgment in respect to all such contracts, leases, deeds of trust, mortgage, security agreements, or other agreements that Lessee to make any such Material Capital Improvements; provided, furtherand all predecessors or successors-in-interest thereto are not in default in respect thereto, that nothing herein shall affect any claims no condition known to the consenting party exists which Lessor may have against Lessee with the giving of notice or lapse of time would result in such a default, and, if requested, affirmatively consenting to the change in the event this Master Lease was terminated as a result operational control of an Event of Default,the Facilities;
(dvii) Lessee shall not encourage the transfer of any patients from the Facilities;
(viii) Lessee consents to Lessor, or its nominee, seeking to employ any on-site employees of the Facilities, but neither Lessor nor its nominee shall have any obligation to employ any employees of the Facilities;
(ix) To more fully preserve and protect Lessor’s rights under this Section 34.2Section, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this Section, including, without limitation, the preparation, execution and filing with the Board of Health (or similar agency) of each State or any and all required “Letters of Responsibility” or similar documents. Lessee hereby grants to Lessor the full power and authority to appoint one or more substitutes to perform any of the acts that Lessor is authorized to perform under this Section, with a right to revoke such appointment of substitution at Lessor’s pleasure. The power of attorney granted pursuant to this Section is coupled with an interest and therefore is irrevocable. Any person dealing with Lessor may rely upon the representation of Lessor relating to any authority granted by this power of attorney, including the intended scope of the authority, and may accept the written certificate of Lessor that this power of attorney is in full force and effect. Photographic or other facsimile reproductions of this executed Lease may be made and delivered by Lessor, and may be relied upon by any person to the same extent as though the copy were an original. Anyone who acts in reliance upon any representation or certificate of Lessor, or upon a reproduction of this Lease, shall not be liable for permitting Lessor to perform any act pursuant to this power of attorney. Notwithstanding the foregoing, Lessor covenants with Lessee that Lessor shall refrain from exercising the power of attorney granted hereby except in the case of an Event of Default hereunder or in the event of a default, which, in Lessor’s reasonable judgment, may lead to the suspension or revocation of any license of Lessee or of any sublessee.
Appears in 1 contract
Transfer of Operational Control of the Facilities. 33.3.1 Lessee acknowledges and agrees that, subject to applicable law, the certificates of need and licenses necessary to operate the Leased Properties for the Primary Intended Use are appurtenant to the Leased Properties, both during and following the expiration or earlier termination of the Term. If the certificates of need or licenses to operate the Leased Properties for the Primary Intended Use are issued to Lessee, the Sublessees or the Manager, Lessee agrees that it will cooperate with Lessor to turn over to Lessor or its designee, upon the expiration or earlier termination of the Term, all of Lessee’s rights in connection with the certificate of need and/or licenses.
33.3.2 Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Term, Lessee shall enter into one or more OTAs cooperate fully in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor or Lessor’s nominee pursuant and shall use its best efforts to cause the terms business conducted at the Facilities to continue without interruption. To that end, pending completion of such OTAs,the transfer of the operational control of the Facilities to Lessor or its nominee:
(a) Lessee will not terminate the employment of any employees without just cause, or change any salaries; provided, however, that without the advance written consent of Lessor Lessee may grant pre-announced wage increases of which Lessor has knowledge, increases required by written employment agreements and normal raises to non-officers at regular review dates; and Lessee will not hire any additional employees except in good faith in the ordinary course of business; and
(b) To the extent permitted by law, Lessee shall will provide all necessary information requested by Lessor or its nominee for 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 Leased PropertiesFacilities, and any other information reasonably required to effect an orderly transfer of the Facilities, and Lessee shall will use its commercially reasonable best efforts to cause the all operating healthcare health care licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or shall cooperate in the efforts of Lessor or Lessor’s nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name,nominee; and
(c) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which are Lessee, Lessor and any new operator will enter into an operations transfer agreement substantially in the ordinary course form of business and shall perform all maintenance and repairs reasonably necessary Exhibit E to keep the Leased Properties in satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,
(d) To more fully preserve and protect Lessor’s rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this SectionLease.
Appears in 1 contract
Transfer of Operational Control of the Facilities. 33.3.1 Lessee acknowledges and agrees that, subject to applicable law, the certificates of need and licenses necessary to operate the Leased Properties for the Primary Intended Use are appurtenant to the Leased Properties, both during and following the expiration or earlier termination of the Term. If the certificates of need or licenses to operate the Leased Properties for the Primary Intended Use are issued to Lessee, the Sublessees or the Manager, Lxxxxx agrees that it will cooperate with Lessor to turn over to Lessor or its designee, upon the expiration or earlier termination of the Term, all of Lessee’s rights in connection with the certificate of need and/or licenses.
33.3.2 Upon the expiration or earlier termination of the Term other than as a result of the purchased of the Leased Properties by Lessee pursuant to Section 32,
(a) Term, Lessee shall enter into one or more OTAs cooperate fully in the form of Exhibit E hereto with respect to the Leased Properties and shall transfer transferring operational control of the Facilities to Lessor or Lessor’s nominee pursuant and shall use its best efforts to cause the terms business conducted at the Facilities to continue without interruption. To that end, pending completion of such OTAs,the transfer of the operational control of the Facilities to Lessor or its nominee:
(a) Lessee will not terminate the employment of any employees without just cause, or change any salaries; provided, however, that without the advance written consent of Lessor Lessee may grant pre-announced wage increases of which Lessor has knowledge, increases required by written employment agreements and normal raises to non-officers at regular review dates; and Lessee will not hire any additional employees except in good faith in the ordinary course of business; and
(b) To the extent permitted by law, Lessee shall will provide all necessary information requested by Lessor or its nominee for 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 Leased PropertiesFacilities, and any other information reasonably required to effect an orderly transfer of the Facilities, and Lessee shall will use its commercially reasonable best efforts to cause the all operating healthcare health care licenses held by Lessee to be transferred to Lessor or to Lessor’s nominee or shall cooperate in the efforts of Lessor or Lessor’s nominee to secure operating healthcare licenses with respect to the Leased Properties in its own name,nominee; and
(c) Lessee shall engage only in transactions or other activities with respect to the Leased Properties which are Lessee, Lessor and any new operator will enter into an operations transfer agreement substantially in the ordinary course form of business and shall perform all maintenance and repairs reasonably necessary Exhibit E to keep the Leased Properties in satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any Personal Property except in the ordinary course of business; provided, however, that (i) Lessee shall have no obligation to make any Material Capital Improvements to any of the Leased Properties unless Lessor agrees to pay for the cost thereof and (ii) Lessee shall have no liability for any damage which may be suffered by it or Lessor as a result of the failure of Lessee to make any such Material Capital Improvements; provided, further, that nothing herein shall affect any claims which Lessor may have against Lessee in the event this Master Lease was terminated as a result of an Event of Default,
(d) To more fully preserve and protect Lessor’s rights under this Section 34.2, Lessee does hereby make, constitute and appoint Lessor its true and lawful attorney-in-fact, for it and in its name, place and stead to execute and deliver all such instruments and documents, and to do all such other acts and things, as Lessor may deem to be necessary or desirable to protect and preserve the rights granted under this SectionLease.
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