Common use of Permits and Contracts Clause in Contracts

Permits and Contracts. Each of Sellers and Purchaser agrees to use its commercially reasonable efforts to obtain the transfer of the Permits, Contracts and RP Agreements from Sellers to Purchaser prior to Closing. If there are prohibitions against, or conditions to, the conveyance of any Permits, Contracts or RP Agreements, without the prior written consent of third parties either as a result of the provisions thereof or the requirements of applicable Law, and such written consents are not obtained on or prior to the Closing, then (i) any provision contained in this Agreement to the contrary withstanding, the transfer of title to, or interest in, such Permits, Contracts or RP Agreements pursuant to this Agreement shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit, Contract or RP Agreement, or violating any Law) provide Purchaser with the equivalent benefits of the Permit, Contract or RP Agreement, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding this post-Closing period under the Permit, Contract or RP Agreement, notwithstanding the fact that the same has not been transferred to Purchaser, and (iii) Closing shall not be delayed pending satisfaction, waiver or expiration of such consent requirement. When and if such consent requirement is so satisfied, waived or no longer applies, to the extent permitted by applicable Law, the assignment of such Permits, Contracts or RP Agreements shall become effective automatically as of the Closing Date, without further action on the part of Sellers or Purchaser and without payment of further consideration. After Closing, Sellers shall reasonably cooperate with Purchaser, at Purchaser’s request and expense, to procure the transfer of any Permits, Contracts or RP Agreements not transferred to Purchaser at Closing.

Permits and Contracts. Each Manager hereby acknowledges and agrees that some, or all, contracts executed by Manager for or on behalf of Sellers Operating Lessee, which contracts have been approved by Lender (if such approval is required by the Loan Documents), permits, licenses and Purchaser agrees to use its commercially reasonable efforts to obtain authorizations necessary for the transfer use, operation and maintenance of the PermitsProperty, Contracts and RP Agreements from Sellers to Purchaser prior to Closing. If there are prohibitions againstincluding, or conditions but not limited to, the conveyance liquor license for alcoholic beverage services as the Property (the "Liquor License") (collectively, the "Permits and Contracts") may be held by, or executed in the name of, Manager or its affiliate. By executing this Assignment, Manager (a) agrees that it or its affiliate is holding, providing or executing all such Permits and Contracts for the benefit of Operating Lessee (exclusive of any Permits, Contracts employment contracts or RP Agreements, without agreements) and (b) agrees that as security for the prior written consent of third parties either as a result repayment of the provisions thereof or the requirements of applicable Law, and such written consents are not obtained on or prior to the Closing, then (i) any provision contained Debt by Borrower in this Agreement to the contrary withstanding, the transfer of title to, or interest in, such Permits, Contracts or RP Agreements pursuant to this Agreement shall not become effective unless and until such consent requirement is satisfied, waived or no longer applies, (ii) until such consent requirement is satisfied, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit, Contract or RP Agreement, or violating any Law) provide Purchaser accordance with the equivalent benefits of the Permit, Contract or RP Agreement, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding this post-Closing period under the Permit, Contract or RP Agreement, notwithstanding the fact that the same has not been transferred to Purchaser, and (iii) Closing shall not be delayed pending satisfaction, waiver or expiration of such consent requirement. When and if such consent requirement is so satisfied, waived or no longer appliesSecurity Instrument, to the extent permitted by applicable Lawlaws and regulations, Manager hereby grants to Lender a security interest in and to the assignment Permits and Contracts. Moreover, Manager hereby agrees that, upon an Event of Default, subject to applicable laws and regulations, it will assign the Permits and Contracts to Lender or to Lender's designee, at the request of Lender, if such Permits, Permits and Contracts are assignable or RP Agreements shall become effective automatically otherwise continue to hold such Permits and Contracts for the benefit of Lender or such Lender's designee until such time as Lender or such Lender's designee can obtain such Permits and Contracts in its own name or the name of the Closing Date, without a nominee. Manager further action on the part of Sellers or Purchaser and without payment of further consideration. After Closing, Sellers shall reasonably agrees to cooperate with Purchaser, at PurchaserLender or Lender’s request nominee in the application and expense, liquor licensing process if such cooperation is required by the alcoholic beverages licensing authorities (the "Liquor License Authorities") in order to procure effect the transfer of any Permitsthe Liquor License to Lender or its nominee or in the issuance of a new liquor license in the name of Lender or Lender’s nominee, Contracts or RP Agreements not transferred to Purchaser at Closingincluding, without limitation, the execution and delivery of such documents as may be required by the Liquor License Authorities.

Permits and Contracts. Each All Permits and Contracts that are required by any Governmental Authority or quasi-governmental authority or agency or are necessary for, or in connection with, the construction of Sellers the Development Projects (collectively, the "Construction Permits and Purchaser agrees Contracts"), other than the Construction Permits and Contracts relating to the Blue Xxxx Facility, the Richmond Facility, the West Bloomfield Hills Facility or the Xxxxxxxxxx Facility, are listed on EXHIBIT F attached hereto. All Construction Permits and Contracts that can be obtained in the ordinary course of the construction of the Development Projects completed as of the date hereof (collectively, the "Existing Permits and Contracts") have been obtained or executed, as the case may be and true and complete copies thereof have been delivered to the Buyer. All such Existing Permits and Contracts are in full force and effect, are not subject to any unexpired appeal periods or any appeals or challenges which have not been conclusively resolved in favor of the Seller and do not contain any conditions or terms which have not been fully satisfied or which will not be fully satisfied by the completion of the construction of the Development Projects (if constructed in accordance with the Project Plans and the terms and provisions of this Agreement and the Development Agreements). There is no action pending, or, to the best knowledge and belief of the Seller, recommended by the applicable Governmental Authority having jurisdiction thereof, either to revoke, repeal, cancel, modify, withdraw or suspend any of the Construction Permits and Contracts. The Seller knows of no impediment to the future issuance of all Future Permits and Contracts and has no reason to believe that the Future Permits and Contracts will not be obtained as and when needed. The Seller will use its commercially reasonable diligent efforts to obtain the transfer Future Permits and Contracts when and as needed or as required by applicable Legal Requirements. As of the PermitsClosing Date relating to any Development Project, (a) all Future Permits and Contracts relating to such Development Project shall have been obtained or executed, as the case may be and RP Agreements from Sellers to Purchaser prior to Closing. If there are prohibitions against, or conditions to, the conveyance of any Permits, Contracts or RP Agreements, without the prior written consent of third parties either as a result of the provisions true and complete copies thereof or the requirements of applicable Law, and such written consents are not obtained on or prior shall have been delivered to the Closing, then (i) any provision contained in this Agreement to the contrary withstanding, the transfer of title to, or interest in, such Permits, Contracts or RP Agreements pursuant to this Agreement shall not become effective unless and until such consent requirement is satisfied, waived or no longer appliesBuyer, (iib) until all such consent requirement is satisfiedFuture Permits and Contracts shall then be in full force and effect, waived or no longer applies, Seller shall (without infringing on the legal rights of any third party, breaching any such Permit, Contract or RP Agreement, or violating any Law) provide Purchaser with the equivalent benefits of the Permit, Contract or RP Agreement, by subcontract, sublease or otherwise, on the condition that Purchaser shall cooperate and assist in such efforts and shall bear all economic burdens and other obligations and liabilities of Seller regarding this post-Closing period under the Permit, Contract or RP Agreement, notwithstanding the fact that the same has not been transferred to Purchaser, and (iii) Closing shall not be delayed pending satisfactionsubject to any unexpired appeal periods or any appeals or challenges which have not been conclusively resolved in favor of the Seller (or any Single Purpose Entity) and shall not contain any conditions or terms which have not been fully satisfied and (c) there shall not be any action pending, waiver or expiration of such consent requirement. When and if such consent requirement is so satisfied, waived or no longer appliesor, to the extent permitted best knowledge and belief of the Seller, recommended by the applicable LawGovernmental Authority having jurisdiction thereof, either to revoke, repeal, cancel, modify, withdraw or suspend any of such Future Permits and Contracts. All of the Permits required under applicable Legal Requirements to be issued by any Governmental Authorities having jurisdiction over assisted living, independent living and/or alzheimers facilities (collectively, the assignment of such "Operating Permits, Contracts or RP Agreements shall become effective automatically as ") that are required for the operation of the Closing Date, without further action Facilities in accordance with their respective Primary Intended Use are set forth on the part of Sellers or Purchaser and without payment of further consideration. After Closing, Sellers shall reasonably cooperate with Purchaser, at Purchaser’s request and expense, to procure the transfer of any Permits, Contracts or RP Agreements not transferred to Purchaser at ClosingEXHIBIT K attached hereto.