Bad Acts. The term “Bad Acts” shall mean, with respect to either Landlord or Tenant, as applicable, any gross negligence, fraud, willful or intentional misconduct or criminal conduct by such party or any breach by such party of its respective duties, covenants and obligations under this Agreement that is both knowing, and either deliberate or intentional; provided that, the “Bad Acts” of any employee of Tenant shall not constitute a Bad Act with respect to Tenant, unless it is shown that the “Bad Act” is the result of a systemic failure of Tenant to implement commercially reasonable policies and procedures to maintain and comply with Tenant’s Standards.
Appears in 2 contracts
Sources: Master Lease and Security Agreement (Brookdale Senior Living Inc.), Master Lease and Security Agreement (Hcp, Inc.)