Limitations on Authority of Operator. Notwithstanding anything contained in this Agreement to the contrary (unless otherwise stated in this Section 2.04), and in addition to the various other provisions of this Agreement which prohibit Operator from taking certain actions or which allow certain actions only if Owner's consent thereto has been obtained, Operator shall not, without the prior written approval of Owner, which approval Owner may withhold in its sole discretion, perform any of the following actions on behalf of Owner: 1. Acquire any land or interest therein; 2. Acquire any capital assets or interest therein except: (i) items in the approved Building Estimate; and (ii) FF&E, Fixed Asset Supplies and Inventories (to the extent the same constitute capital assets) in the ordinary course of business as expressly provided for in this Agreement; 3. Finance, refinance or mortgage any portion of the Retirement Community or the revenue due to Owner therefrom; 4. Sell (other than dispositions of FF&E, Fixed Asset Supplies and Inventories in the ordinary course of business as expressly provided for in this Agreement), lease (other than as expressly provided for in this Agreement), or otherwise transfer, or pledge or place any lien or encumbrance on, any part of the Retirement Community; 5. In the event of a total or partial condemnation, consent to any award or participate in any condemnation proceeding, except as expressly provided for in this Agreement; 6. Enter into, modify or terminate any lease, concession or license or other agreement, otherwise permitted under Section 2.02 if (i) a non-Retirement Community related use is involved, (ii) the term of the proposed agreement will exceed the lesser of five (5) years or the remaining Term, or (iii) the proposed agreement involves the exclusive use of more than fifteen hundred (1,500) square feet within the Retirement Community. For this purpose, a "non-Retirement Community use" shall mean any use which is not ultimately for the primary benefit of residents of the Retirement Community; 7. Adjust any claim or settle any Litigation which: (i) is not covered by any of the insurance policies described in Article 12 and is not an Employee Claim, and which would result in an Operating Expense or payment in excess of Twenty Five Thousand Dollars ($25,000.00) in any Fiscal Year, or One Hundred Thousand Dollars ($100,000.00) in any Fiscal Year in the aggregate for all such claims, both as adjusted by the CPI; or (ii) would impose on Owner any material liability or obligation other than the payment of money, or would require Owner to make any material admission; or 8. Adjust any claim, under the applicable property insurance policies, regarding injury or damage to the Retirement Community or its contents, where the estimated cost of restoration is in excess of One Hundred Thousand Dollars ($100,000.00), as adjusted by the CPI.
Appears in 1 contract
Limitations on Authority of Operator. Notwithstanding anything contained in this Agreement to the contrary (unless otherwise stated in this Section 2.04), and in addition to the various other provisions of this Agreement which prohibit Operator from taking certain actions or which allow certain actions only if Owner's consent thereto has been obtained, Operator shall not, without the prior written approval of Owner, which approval Owner may withhold in its sole discretion, perform any of the following actions on behalf of Owner:
1. Acquire any land or interest therein;
2. Acquire any capital assets or interest therein except: (i) items in the approved Building Estimate; and (ii) FF&E, Fixed Asset Supplies and Inventories (to the extent the same constitute capital assets) in the ordinary course of business as expressly provided for in this Agreement;
3. Finance, refinance or mortgage any portion of the Retirement Community or the revenue due to Owner therefrom;
4. Sell (other than dispositions of FF&E, Fixed Asset Supplies and Inventories in the ordinary course of business as expressly provided for in this Agreement), lease (other than as expressly provided for in this Agreement), or otherwise transfer, or pledge or place any lien or encumbrance on, any part of the Retirement Community;
5. In the event of a total or partial condemnation, consent to any award or participate in any condemnation proceeding, except as expressly provided for in this Agreement;
6. Enter into, modify or terminate any lease, concession or license or other agreement, otherwise permitted under Section 2.02 if (i) a non-Retirement Community related use is involved, (ii) the term of the proposed agreement will exceed the lesser of five (5) years or the remaining Term, or (iii) the proposed agreement involves the exclusive use of more than fifteen hundred (1,500) square feet within the Retirement Community. For this purpose, a "non-Retirement Community use" shall mean any use which is not ultimately for the primary benefit of residents of the Retirement Community;
7. Adjust any claim or settle any Litigation which: (i) is not covered by any of the insurance policies described in Article 12 and is not an Employee Claim, and which would result in an Operating Expense or payment in excess of Twenty Five Thousand Dollars ($25,000.00) in any Fiscal Year, or One Hundred Thousand Dollars ($100,000.00) in any Fiscal Year in the aggregate for all such claims, both as adjusted by the CPI; or (ii) would impose on Owner any material liability or obligation other than the payment of money, or would require Owner to make any material admission; or
8. Adjust any claim, under the applicable property insurance policies, regarding injury or damage to the Retirement Community or its contents, where the estimated cost of restoration is in excess of One Hundred Thousand Dollars ($100,000.00), as adjusted by the CPI.
Appears in 1 contract
Limitations on Authority of Operator. Notwithstanding anything contained in this Agreement to the contrary (unless otherwise stated in this Section 2.04), and in addition to the various other provisions of this Agreement which prohibit Operator from taking certain actions or which allow certain actions only if Owner's consent thereto has been obtained, Operator shall not, without the prior written approval of Owner, which approval Owner may withhold in its sole discretion, perform any of the following actions on behalf of Owner:
1. Acquire any land or interest therein;
2. Acquire any capital assets or interest therein except: (i) items in the approved Building Estimate; and (ii) FF&E, Fixed Asset Supplies and Inventories (to the extent the same constitute capital assets) in the ordinary course of business as expressly provided for in this Agreement;
3. Finance, refinance or mortgage any portion of the Retirement Community or the revenue due to Owner therefrom;
4. Sell (other than dispositions of FF&E, Fixed Asset Supplies and Inventories in the ordinary course of business as expressly provided for in this Agreement), lease (other than as expressly provided for in this Agreement), or otherwise transfer, or pledge or place any lien or encumbrance on, any part of the Retirement Community;
5. In the event of a total or partial condemnation, consent to any award or participate in any condemnation proceeding, except as expressly provided for in this Agreement;
6. Enter into, modify or terminate any lease, concession or license or other agreement, otherwise permitted under Section 2.02 if (i) a non-non- Retirement Community related use is involved, (ii) the term of the proposed agreement will exceed the lesser of five (5) years or the remaining Term, or (iii) the proposed agreement involves the exclusive use of more than fifteen hundred (1,500) square feet within the Retirement Community. For this purpose, a "non-Retirement Community use" shall mean any use which is not ultimately for the primary benefit of residents of the Retirement Community;
7. Adjust any claim or settle any Litigation which: (i) is not covered by any of the insurance policies described in Article 12 and is not an Employee Claim, and which would result in an Operating Expense or payment in excess of Twenty Five Thousand Dollars ($25,000.00) in any Fiscal Year, or One Hundred Thousand Dollars ($100,000.00) in any Fiscal Year in the aggregate for all such claims, both as adjusted by the CPI; or (ii) would impose on Owner any material liability or obligation other than the payment of money, or would require Owner to make any material admission; or
8. Adjust any claim, under the applicable property insurance policies, regarding injury or damage to the Retirement Community or its contents, where the estimated cost of restoration is in excess of One Hundred Thousand Dollars ($100,000.00), as adjusted by the CPI.
Appears in 1 contract