Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility). 7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to the Primary Intended Use of any Facility shall be permitted hereunder without the prior written consent of Lessor, which consent may be granted or withheld in Lessor’s reasonable discretion. 7.2.3 Subject to any reasonable interruptions in operations as a result of (i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues or the Fair Market Value of any Facility. 7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State. 7.2.5 Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions. 7.2.6 Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
Appears in 1 contract
Samples: Master Transactions and Cooperation Agreement (Brookdale Senior Living Inc.)
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (orall authorizations and approvals needed to use and operate the Leased Property, in all Capital Additions and the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee for the Primary Intended Use and any of its Affiliates, cause such Affiliate to obtain other use conducted on the Leased Property and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions as may be permitted from time to such Facility)time hereunder in accordance with Legal Requirements including applicable licenses, provider agreements, permits, and Medicare and/or Medicaid certification.
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to Lessee shall not use the Primary Intended Use of Leased Property, any Facility shall be permitted hereunder Capital Additions or any part(s) thereof for any other use without the prior written consent of Lessor, which consent Lessor may be granted or withheld withhold in Lessor’s reasonable its sole discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
(i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each the Facility in accordance with the Primary Intended Use of such FacilityUse. Lessee shall devote the entirety of each the Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any the Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Resident Revenues or the Fair Market Value of any the Facility. Lessee shall at all times maintain an adequate staff for the service of its residents and/or patients, in each case assuming an occupancy and/or use level for the Facility which is not less than the average occupancy and/or use level for similar facilities in the State. Lessee shall employ its best judgment, efforts and abilities to operate the entirety of the Facility in such a manner so as to maximize Gross Resident Revenues and to enhance the reputation and attractiveness of the Facility.
7.2.4 Lessee shall conduct its business at each the Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary professional standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the Statepractice.
7.2.5 Lessee shall not commit or suffer to be committed any physical waste on the Leased Property and/or on or to any Capital AdditionsAdditions or cause or permit any nuisance to exist thereon or with respect thereto.
7.2.6 Lessee shall not neither suffer nor permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is might reasonably likely tend to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely possible a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
Appears in 1 contract
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility).
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to the Primary Intended Use of any Facility shall be permitted hereunder without the prior written consent of Lessor, which consent may be granted or withheld in Lessor’s reasonable discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
of (i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues or the Fair Market Value of any Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement theCommencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.
7.2.5 Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions.
7.2.6 Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereofpart(s)thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereofpart(s)thereof.
Appears in 1 contract
Samples: Master Lease and Security Agreement (Brookdale Senior Living Inc.)
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (orall authorization and approvals needed to use and operate the Leased Property, in the case of any all Capital Additions and each Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee for such Facility's respective Primary Intended Use and any of its Affiliates, cause such Affiliate to obtain other use conducted on the Leased Property and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions as may be permitted from time to such Facility)time hereunder in accordance with Legal Requirements including applicable licenses, provider agreements, permits, and Medicare and/or Medicaid certification.
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the its Primary Intended Use. No change to Lessee shall not use the Primary Intended Use of Leased Property, any Facility shall be permitted hereunder Capital Additions or any part(s) thereof for any other use without the prior written consent of Lessor, which consent Lessor may be granted or withheld withhold in Lessor’s reasonable its sole discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
(i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the its Primary Intended Use Use; provided, however, that Lessee shall be relieved of such Facilityobligation to continuously operate the Leased Property and all Capital Additions of each Facility to the extent reasonably necessary (a) to complete any repair or restoration of the Leased Property and Capital Additions of any Facility pursuant to the terms of Sections 14.2, 14.3 and 15.1.3, as applicable, (b) to complete any Capital Additions to the Leased Property or any Facility that are consented to by Lessor in accordance with the terms of Section 10.1 below, and (c) as a result of any cause described in Section 45.1.16 below. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, office or storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facilityFacility) which would materially reduce Gross Revenues or the Fair Market Value of any such Facility. Lessee shall at all times maintain an adequate staff for the service of its residents and/or patients, in each case assuming an occupancy and/or use level for each Facility which is not less than the average occupancy and/or use level for similar facilities in the State. Lessee shall employ its best judgment, efforts and abilities to operate the entirety of each Facility in such a manner so as to maximize Gross Revenues and to enhance the reputation and attractiveness of each Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary highest standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.
7.2.5 Lessee shall not commit or suffer to be committed any physical waste on the Leased Property and/or on or to any Capital AdditionsAdditions or cause or permit any nuisance to exist thereon or with respect thereto.
7.2.6 Lessee shall not neither suffer nor permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s 's Personal Property, to be used in such a manner as (i) is might reasonably likely tend to impair Lessor’s 's title thereto or to any portion thereof or (ii) may make reasonably likely possible a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
Appears in 1 contract
Samples: Master Lease (Emeritus Corp\wa\)
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (orall authorization and approvals needed to use and operate the Leased Property, in the case of any all Capital Additions and each Facility in respect of which a Master Sublease or management agreement permitted without Lessorfor such Facility’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee respective Primary Intended Use and any of its Affiliates, cause such Affiliate to obtain other use conducted on the Leased Property and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions as may be permitted from time to such Facility)time hereunder in accordance with Legal Requirements including applicable licenses, provider agreements, permits, and Medicare and/or Medicaid certification.
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the its Primary Intended Use. No change to Lessee shall not use the Primary Intended Use of Leased Property, any Facility shall be permitted hereunder Capital Additions or any part(s) thereof for any other use without the prior written consent of Lessor, which consent Lessor may be granted or withheld withhold in Lessor’s reasonable its sole discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
(i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the its Primary Intended Use Use; provided, however, that Lessee shall be relieved of such Facilityobligation to continuously operate the Leased Property and all Capital Additions of each Facility to the extent reasonably necessary (a) to complete any repair or restoration of the Leased Property and Capital Additions of any Facility pursuant to the terms of Sections 14.2, 14.3 and 15.1.3, as applicable, (b) to complete any Capital Additions to the Leased Property or any Facility that are consented to by Lessor in accordance with the terms of Section 10.1 below, and (c) as a result of any cause described in Section 45.1.16 below. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, office or storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facilityFacility) which would materially reduce Gross Revenues or the Fair Market Value of any such Facility. Lessee shall at all times maintain an adequate staff for the service of its residents and/or patients, in each case assuming an occupancy and/or use level for each Facility which is not less than the average occupancy and/or use level for similar facilities in the State. Lessee shall employ its best judgment, efforts and abilities to operate the entirety of each Facility in such a manner so as to maximize Gross Revenues and to enhance the reputation and attractiveness of each Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary highest standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.
7.2.5 Lessee shall not commit or suffer to be committed any physical waste on the Leased Property and/or on or to any Capital AdditionsAdditions or cause or permit any nuisance to exist thereon or with respect thereto.
7.2.6 Lessee shall not neither suffer nor permit the Leased Property, any Capital Additions, or any part(s) thereof, or LesseeLxxxxx’s Personal Property, to be used in such a manner as (i) is might reasonably likely tend to impair LessorLxxxxx’s title thereto or to any portion thereof or (ii) may make reasonably likely possible a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
Appears in 1 contract
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (orall authorization and approvals needed to use and operate the Leased Property, in the case of any all Capital Additions and each Facility in respect of which a Master Sublease or management agreement permitted without Lessorfor such Facility’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee respective Primary Intended Use and any of its Affiliates, cause such Affiliate to obtain other use conducted on the Leased Property and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions as may be permitted from time to such Facility)time hereunder in accordance with Legal Requirements including applicable licenses, provider agreements, permits, and Medicare and/or Medicaid certification.
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the its Primary Intended Use. No change to Lessee shall not use the Primary Intended Use of Leased Property, any Facility shall be permitted hereunder Capital Additions or any part(s) thereof for any other use without the prior written consent of Lessor, which consent Lessor may be granted or withheld withhold in Lessor’s reasonable its sole discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
(i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the its Primary Intended Use Use; provided, however, that Lessee shall be relieved of such Facilityobligation to continuously operate the Leased Property and all Capital Additions of each Facility to the extent reasonably necessary (a) to complete any repair or restoration of the Leased Property and Capital Additions of any Facility pursuant to the terms of Sections 14.2, 14.3 and 15.1.3, as applicable, (b) to complete any Capital Additions to the Leased Property or any Facility that are consented to by Lessor in accordance with the terms of Section 10.1 below, and (c) as a result of any cause described in Section 45.1.16 below. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, office or storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facilityFacility) which would materially reduce Gross Revenues or the Fair Market Value of any such Facility. Lessee shall at all times maintain an adequate staff for the service of its residents and/or patients, in each case assuming an occupancy and/or use level for each Facility which is not less than the average occupancy and/or use level for similar facilities in the State. Lessee shall employ its best judgment, efforts and abilities to operate the entirety of each Facility in such a manner so as to maximize Gross Revenues and to enhance the reputation and attractiveness of each Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary highest standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.
7.2.5 Lessee shall not commit or suffer to be committed any physical waste on the Leased Property and/or on or to any Capital AdditionsAdditions or cause or permit any nuisance to exist thereon or with respect thereto.
7.2.6 Lessee shall not neither suffer nor permit the Leased Property, any Capital Additions, or any part(s) thereof, or LesseeXxxxxx’s Personal Property, to be used in such a manner as (i) is might reasonably likely tend to impair LessorXxxxxx’s title thereto or to any portion thereof or (ii) may make reasonably likely possible a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
Appears in 1 contract
Samples: Master Lease and Security Agreement (Emeritus Corp\wa\)
Use of the Leased Property. 7.2.1 Lessee covenants ovenants that it will obtain and maintain (orall authorizations and approvals needed to use and operate the Leased Property, in all Capital Additions and the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee for the Primary Intended Use and any of its Affiliates, cause such Affiliate to obtain other use conducted on the Leased Property and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions as may be permitted from time to such Facility)time hereunder in substantial compliance with all Legal Requirements, including applicable licenses, provider agreements, permits, and Medicare and/or Medicaid certification.
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to Lessee shall not use the Primary Intended Use of Leased Property, any Facility shall be permitted hereunder Capital Additions or any part(s) thereof for any other use without the prior written consent of Lessor, which consent Lessor may be granted or withheld withhold in Lessor’s reasonable its sole discretion; provided, however, that Lessor agrees not to unreasonably withhold its consent to a change in use of the Leased Property from the Primary Intended Use to another health care related use.
7.2.3 Subject to any reasonable interruptions in operations Except as a result of
of (a) damage, destruction or Condemnation of the Leased Property and such reasonable period of time to effect repairs necessitated thereby, (b) temporary closures of portions of the Facility as may reasonably necessary to effect repairs and/or maintenance to the Facility and/or to perform any approved Capital Projects, provided that any such temporary closure shall be (i) casualty or condemnation only for so long as may be reasonably required to effect such repairs/maintenance and/or perform such Capital Project and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) limited only to that portion of the remediation Facility effected thereby (including all, if applicable) or (c) any other occurrence of any environmental condition the nature and type described in accordance with the applicable provisions Section 45.16 of Section 37.3 hereofthis Lease, Lessee shall at all times during the Term operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such FacilityUse. Lessee shall devote the entirety of each entire Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, office or storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any the Facility or directing patients or residents, or prospective patients or residents, to another facilityFacility except for (i) medically appropriate reasons, (ii) patient/resident relations (including compatibility), or (iii) the acute care needs of such patient/resident) which would materially reduce Gross Revenues or the Fair Market Value of any the Facility. Lessee shall utilize commercially reasonable efforts to operate the Facility in such a manner so as to maintain the reputation and attractiveness of the Facility.
7.2.4 Lessee shall conduct its business at each the Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar good-quality facilities in the State. Without limiting generality of the foregoing, Lessee shall at all times exercise its best efforts to maintain an adequate staff for the service of its residents and/or patients consistent with such standards of patient or resident care practice provided in similar good-quality facilities in the State and industry.
7.2.5 Lessee shall not commit or suffer to be committed any physical waste on the Leased Property and/or on or to any Capital AdditionsAdditions or cause or permit any nuisance to exist thereon or with respect thereto.
7.2.6 Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.[Intentionally Deleted]
7.2.7 [Intentionally Deleted]
Appears in 1 contract
Samples: Lease (Centennial Healthcare Corp)
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility).
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to the Primary Intended Use of any Facility shall be permitted hereunder without the prior written consent of Lessor, which . Lessor’s consent to any requested change to the Primary Intended Use of any Facility may be granted or withheld in its reasonable discretion as long as the proposed use is for a skilled nursing, assisted living, in-patient hospice, long-term acute care facility, post-acute rehabilitation facility, continuing care retirement community, adult day care facility, out-patient physical rehabilitation facility or clinical laboratories, but Lessor shall have a sole discretion approval right with respect to any other proposed changes in use. Additionally, in connection with any request for a change in the Primary Intended Use, Lessee acknowledges and agrees that Lessor’s withholding of its consent to any such request shall be deemed to have been reasonable discretionif based (in whole or in part) on the fact that the contemplated change in use could (at the time of determination) reasonably be expected to materially impair the then Fair Market Value of the Facility and all Capital Additions thereto.
7.2.3 Subject to any reasonable interruptions in operations as a result of
of (i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV Section 14 and/or Article XV Section 15 hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues gross revenues or the Fair Market Value fair market value of any Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such FacilityLessee’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.
7.2.5 Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions.
7.2.6 Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
7.2.7 Except with respect to the bed transfers set forth on Schedule 7.2.7, Lessee shall not voluntarily reduce the number of licensed beds for any Facility from that number set forth on Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4 attached hereto other than voluntary reductions of not more than ten percent (10%) of the number of beds set forth on Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4 attached hereto in the aggregate during the Term, provided that such voluntary reductions are (i) transfers of beds, (a) to any other Facilities covered by this Lease or (b) to any development project or new facility that is subject to a Covered Transaction or (ii) a result of the removal of beds from service at a particular Facility without reducing the number of licensed beds at such Facility and while retaining the right to return any such beds to service at the same Facility (so called “bed banking”). Lessee shall provide Lessor written notice within ten (10) Business Days following the completion of
Appears in 1 contract
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility).
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to the Primary Intended Use of any Facility shall be permitted hereunder without the prior written consent of Lessor, which consent may be granted or withheld in Lessor’s reasonable discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
of (i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues or the Fair Market Value of any Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.
7.2.5 Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions.
7.2.6 Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
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Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility).
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to the Primary Intended Use of any Facility shall be permitted hereunder without the prior written consent of Lessor, which . Lessor’s consent to any requested change to the Primary Intended Use of any Facility may be granted or withheld in its reasonable discretion as long as the proposed use is for a skilled nursing, assisted living, in-patient hospice, long-term acute care facility, post-acute rehabilitation facility, continuing care retirement community, adult day care facility, out-patient physical rehabilitation facility or clinical laboratories, but Lessor shall have a sole discretion approval right with respect to any other proposed changes in use. Additionally, in connection with any request for a change in the Primary Intended Use, Lessee acknowledges and agrees that Lessor’s withholding of its consent to any such request shall be deemed to have been reasonable discretionif based (in whole or in part) on the fact that the contemplated change in use could (at the time of determination) reasonably be expected to materially impair the then Fair Market Value of the Facility and all Capital Additions thereto.
7.2.3 Subject to any reasonable interruptions in operations as a result of
of (i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV Section 14 and/or Article XV Section 15 hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues gross revenues or the Fair Market Value fair market value of any Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such FacilityLessee’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.
7.2.5 Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions.
7.2.6 Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
7.2.7 Except with respect to the bed transfers set forth on Schedule 7.2.7, Lessee shall not voluntarily reduce the number of licensed beds for any Facility from that number set forth on Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4 attached hereto other than voluntary reductions of not more than ten percent (10%) of the number of beds set forth on Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4 attached hereto in the aggregate during the Term, provided that such voluntary reductions are (i) transfers of beds, (a) to any other Facilities covered by this Lease or (b) to any development project or new facility that is subject to a Covered Transaction or (ii) a result of the removal of beds from service at a particular Facility without reducing the number of licensed beds at such Facility and while retaining the right to return any such beds to service at the same Facility (so called “bed banking”). Lessee shall provide Lessor written notice within ten (10) Business Days following the completion of (x) each of the bed transfers set forth on Schedule 7.2.7, and (y) any other voluntary bed transfer permitted under this Section 7.2.7.
7.2.8 Notwithstanding anything to the contrary set forth in Section7.2.7 above, upon the earlier to occur of (i) the date that is thirty (30) days after the Commencement Date, or (ii) the effective date of the transfer of beds to the “Dublin” and “Twinsburg” facilities described on Schedule 7.2.7, Lessor shall have the right (at its election, in its sole discretion) to (a) amend the Allocated Minimum Rent set forth on Exhibit A-1, Exhibit X-0, Xxxxxxx X-0, and Exhibit A-4 (as applicable) for the “Rocky River,” “Maidera” and “Mt. Airy” Facilities so as to redistribute up to Five Hundred Thousand Dollars ($500,000) per year of the total Allocated Minimum Rent attributable to such Facilities among them on such basis and in such amounts as Lessor may determine, and/or (b) re-allocate any one or more of the “Rocky River,” “Maidera” and “Mt. Airy” Facilities to other Facility pools or exchange such Facilities with Facilities in another pool. In addition, and notwithstanding anything to the contrary set forth in Section 7.2.7 above, with respect to the “Centerburg,” “Euclid,” “X. Xxxxxxx,” “Rocky River,” “Madeira,” “Mt Airy,” and “Victorian Village” Facilities, additional transfers of licensed beds without Lessor’s consent (which may be granted or withheld in Lessor’s sole discretion) shall be limited to five percent (5%) at any of such Facilities in the aggregate during the Term.
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Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (orall authorizations and approvals needed to use and operate the Leased Property, in the case of any all Capital Additions and each Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee for such Facility's respective Primary Intended Use and any of its Affiliates, cause such Affiliate to obtain other use conducted on the Leased Property and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions as may be permitted from time to such Facility)time hereunder in accordance with Legal Requirements including applicable licenses, provider agreements, permits, and Medicare and/or Medicaid certification.
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and Facility. Lessee shall not use the Leased Property, any Capital Additions or any part(s) thereof for no any other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. No change to the Primary Intended Use of any Facility shall be permitted hereunder use without the prior written consent of Lessor, which consent Lessor may be granted or withheld withhold in Lessor’s reasonable its sole discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
(i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility. Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any a Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues gross revenues or the Fair Market Value fair market value of any Facility.
7.2.4 Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar good-quality facilities in the State. Without limiting the generality of the foregoing, Lessee shall at all times exercise commercially reasonable efforts to maintain an adequate staff for the service of its residents and/or patients in compliance with all Legal Requirements and otherwise consistent with such standards of patient or resident care practice customarily provided in other similar facilities operated by Lessee.
7.2.5 Lessee shall not commit or suffer to be committed any physical waste on the Leased Property and/or on or to any Capital AdditionsAdditions or cause or permit any nuisance to exist thereon or with respect thereto.
7.2.6 Lessee shall not neither suffer nor permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s 's Personal Property, to be used in such a manner as (i) is might reasonably likely tend to impair Lessor’s 's title thereto or to any portion thereof or (ii) may make reasonably likely possible a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
Appears in 1 contract
Samples: Master Lease (Ensign Group, Inc)
Use of the Leased Property. 7.2.1 Lessee covenants that it will obtain and maintain (or, in all authorization and approvals needed to use and operate the case of any Leased Property and the Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee for the Primary Intended Use and any of its Affiliatesother use conducted on the Leased Property as may be permitted from time to time hereunder in accordance with Legal Requirements including applicable licenses, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility)provider agreements, permits, and, if appropriate, Medicare and/or Medicaid certification.
7.2.2 Lessee shall use or cause to be used the Leased Property, all Capital Additions Property and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the their Primary Intended Use. No change to Lessee shall not use the Primary Intended Use of Leased Property or any Facility shall be permitted hereunder portion thereof or any Capital Addition thereto for any other use without the prior written consent of Lessor, which consent Lessor may be granted or withheld withhold in Lessor’s reasonable its sole discretion.
7.2.3 Subject to any reasonable interruptions in operations as a result of
(i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Article XIV and/or Article XV hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility thereto in accordance with the its Primary Intended Use of such FacilityUse. Lessee shall devote the entirety of each entire Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, office or storage space or ancillary service uses incidental to the Primary Intended Use. Lessee shall not modify the services offered or, except as permitted in Section 7.4 hereof, or take any other action (e.g., removing patients or residents from any the Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues. Lessee shall at all times maintain an adequate staff for the service of its residents and/or patients. Lessee shall employ its best judgment, efforts and abilities to operate the Facility in such a manner so as to maximize Gross Revenues or and to enhance the Fair Market Value reputation and attractiveness of any the Facility.
7.2.4 Lessee shall conduct its business at each the Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary prudent standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the Statepractice.
7.2.5 Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions.
7.2.6 Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
