Common use of Certain Repairs Clause in Contracts

Certain Repairs. The PSA is hereby amended by adding the following to Section 11.3 of the PSA, immediately after the final sentence thereof: “Seller hereby agrees that it shall promptly commence those Repairs identified on Schedule 11.3, and that it shall pursue with commercially reasonable diligence the completion and installation of same to the extent practicable prior to Closing, all at Seller’s sole cost and expense, provided that Seller’s liability for such cost and expense under the Agreement and for the Repairs under the Separate PSA shall not, in the aggregate, exceed $250,000. If as of the Closing Seller has funded less than $250,000 to complete the aggregate Repairs referenced on Schedule 11.3 of the Agreement and the Separate PSA, then at Closing (a) Purchaser shall receive a credit against the Purchase Price (to be allocated with respect to the applicable Facility) in an amount equal to $250,000 less the amount actually funded by Seller therefor, (b) Seller and/or Existing Operator (as appropriate) shall assign to Purchaser or Purchaser’s designee, and Purchaser or its designee (as applicable) shall assume, the contract(s) entered into by Seller and/or Existing Operator with respect to the completion of the Repairs, and (c) Seller and/or Existing Operator shall deliver to Purchaser commercially reasonable evidence demonstrating the Repairs completed as of Closing, the payment of amounts owed to third parties with respect thereto, and the waiver of liens in connection therewith. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a Vice President with American Healthcare Investors, LLC, shall serve as Purchaser’s representative in connection with the Repairs. Prior to commencing or paying the cost of any item of Repair, Seller and/or Existing Operator shall submit to ▇▇. ▇▇▇▇▇▇ the name of each third-party performing a Repair item, the proposed agreement between Seller and/or Existing Operator and said party and all payment requests received pursuant thereto, and ▇▇. ▇▇▇▇▇▇, shall promptly review same on behalf of Purchaser and notify Seller in writing of Purchaser’s approval or comments with respect thereto. Neither Seller nor Existing Operator shall proceed with or pay the cost of a Repair unless and until it receives from Purchaser, through ▇▇. ▇▇▇▇▇▇ as its authorized representative, Purchaser’s written authorization. Additionally, each Seller and Existing Operator shall provide ▇▇. ▇▇▇▇▇▇ with weekly updates regarding the status of Repair work being performed. No consent or approval required of Purchaser pursuant to this Section shall be unreasonably withheld, conditioned or delayed.”