Common use of Regulatory and Contractual Requirements Clause in Contracts

Regulatory and Contractual Requirements. Manager shall use commercially reasonable efforts to cause all things to be done in and about the Facility that are reasonably necessary to comply with the requirements of any applicable Legal Requirement or order of any Governmental Authority or quasi-governmental regulatory body or agency, or board of fire underwriters respecting the use of the Facility or the construction, maintenance, or operation thereof. Manager shall use diligent and good faith efforts to obtain and maintain all federal, State [Province] and county permits and licenses needed for use, operation and management of [an assisted living facility] in the State [Province]. Owner agrees upon request by Manager to sign promptly and without charge applications for licenses, permits or other instruments necessary for use, operation and management of the Facility in accordance with Legal Requirements and to provide such information and perform such acts relative to the ownership of the Facility as are required by law, regulation or practice of a Governmental Authority in order for Manager to obtain and/or maintain any license, permit, instrument, certificate, certification or approval with respect to the use, operation and management of the Facility. Manager shall keep its corporate organization in good standing in the State [Province] and shall maintain all corporate permits and licenses required by the State [Province]. The parties understand and agree that certain deficiencies or situations of non-compliance with various Legal Requirements (such as building codes, Occupational Safety and Health Act, Americans with Disabilities Act, health care regulations and the like) may occur from time to time in the normal course of business operations. Such occurrences will not constitute a breach or Manager Event of Default hereunder except as provided in Section 14.1(a)(x), 14.1(a)(xiv), 14.1(a)(xv) or 14.1(a)(xvi), provided that, (i) they are not materially beyond the general experience of similar facility operations located in the State [Province] in terms of scope, seriousness, or frequency, and (ii) Manager takes all reasonable actions in a timely manner to cure such deficiencies or situations of non-compliance, and (iii) they have not had, and could not reasonably be expected to have, a material adverse impact on the Facility (“Non-Default Violations”). The costs of curing such Non-Default Violations shall constitute Facility Expenses unless incurred by reason of Manager’s willful failure, gross negligence or default hereunder, in which case such costs shall be paid by the Manager out of its own funds. Anything in this Agreement to the contrary notwithstanding, Manager shall be solely responsible for any fines imposed by any regulatory agency with jurisdiction over the Facility, and costs and expenses of any contest and appeal, unless such fine, costs, or expenses arise on account of a breach by Owner of its obligations under this Agreement.

Regulatory and Contractual Requirements. Manager shall use commercially reasonable its diligent, good faith efforts to cause all things to be done in and about the Facility that are as may be reasonably necessary to comply with Legal Requirements or the requirements of any applicable Legal Requirement or order of any Governmental Authority or quasi-governmental regulatory body or agency, or board of fire underwriters authority respecting the use of the Facility or the construction, maintenance, or operation thereof. Manager shall use diligent and its diligent, good faith efforts to obtain and maintain all federalpermits, State [Province] licenses and county permits certificates required by any governmental authority for the ownership, use and licenses needed for useoperation of the Facility as a licensed senior living facility providing personal care services in the State. All licenses, operation permits, approvals and management certifications should be in the name of [an assisted living facility] Manager unless the governing entities require otherwise. In addition, Manager shall supervise and coordinate the preparation and filing of (and, where operators are required to do so under applicable law or regulation, shall file) all reports or other information required by any governmental agencies in the State [Province]having jurisdiction over the Facility and shall deliver copies of all such reports to Tenant prior to their filing. Owner agrees upon request by Manager shall cooperate with governmental inspection and enforcement activities. Manager shall notify Tenant of the requirement for changes to sign promptly the physical structure of the Facility to comply with applicable laws and without charge applications codes and Tenant shall be responsible for licenses, permits or other instruments necessary for use, operation any mandated changes to bring the physical structure into compliance with the applicable laws and management of codes and to operate the Facility in accordance with Legal Requirements and to provide such information and perform such acts relative to the ownership of the Facility as are required by law, regulation or practice of a Governmental Authority in order for Manager to obtain and/or maintain any license, permit, instrument, certificate, certification or approval with respect to the use, operation and management of the Facility. Manager shall keep its corporate organization in good standing in the State [Province] and shall maintain all corporate permits and licenses required by the State [Province]Standards. The parties understand and agree that certain non-material deficiencies or situations of non-material non-compliance with various Legal Requirements (such as building codes, the Occupational Safety and Health Act, the Americans with Disabilities Act, health care regulations and the like) may are likely to occur from time to time in the normal course of business operations. Such occurrences will not constitute a an independent breach or default of Manager Event of Default hereunder except as provided in Section 14.1(a)(x), 14.1(a)(xiv), 14.1(a)(xv) or 14.1(a)(xvi)hereunder, provided that, (i) they Manager continues to maintain the Facility in accordance with the Facility Standards and such breaches or defaults are not materially beyond inconsistent with the general experience of similar facility operations located in the State [Province] in terms of scopeFacility Standards, seriousness, or frequency, and (ii) Manager takes all reasonable actions in a timely manner to cure such deficiencies or situations of non-compliance, and (iii) they have do not hadmaterially affect the operation or cash flow of the Facility, and could (iv) they do not reasonably be expected to have, present a material adverse impact on threat that the operation of the Facility (“Non-Default Violations”)will be shut down and do not present a material threat of liability or criminal charges to Tenant or any third parties. The costs (including any fines for non-compliance and any damages incurred by Tenant resulting therefrom) of curing such Nondeficiencies or circumstances of non-Default Violations compliance shall constitute Facility Expenses unless incurred by reason of Manager’s willful failure, gross negligence or default hereunder, in which case such costs event the cost therefore shall be paid by the Manager payable out of its Manager’s own funds. Anything in this Agreement to the contrary notwithstanding, Manager shall be solely responsible for any fines imposed by any regulatory agency with jurisdiction over the Facility, and costs and expenses of any contest and appeal, unless such fine, costs, or expenses arise on account of a breach by Owner of its obligations under this Agreement.

Regulatory and Contractual Requirements. (a) Manager shall use commercially reasonable efforts to cause all things to be done in and about the Facility that are reasonably necessary to comply with the requirements of any applicable Legal Requirement Requirement, or order of any Governmental Authority or quasi-governmental regulatory body or agency, or board of fire underwriters respecting the use of the Facility or the construction, maintenance, or operation thereof. Manager shall use diligent and good faith commercially reasonable efforts to obtain and maintain all federalFederal, State [Province] and county permits and licenses needed for use, operation and its management of [an a licensed assisted living facility] and/or independent living (as applicable) facility providing personal care services in the State [Province]State. Owner agrees upon request by Manager to sign promptly and without charge applications for licenses, permits or other instruments necessary for use, operation and management of the Facility in accordance with Legal Requirements and to provide such information and perform such acts relative to the ownership of the Facility as are required by law, regulation or practice of a Governmental Authority in order for Manager to obtain and/or maintain any license, permit, instrument, certificate, certification or approval with respect to the use, operation and management of the FacilityFacility in accordance with the terms of this Agreement. Manager shall keep its corporate organization in good standing in the State [Province] and shall maintain all corporate permits and licenses required by the State [Province]. State. (b) The parties understand and agree that certain deficiencies or situations of non-compliance with various Legal Requirements (such as building codes, Occupational Safety and Health ActOSHA, Americans with Disabilities ActADA, health care regulations and the like) may are likely to occur from time to time in the normal course of business operations. Such occurrences will not constitute a breach or Manager Event of Default hereunder except as provided in Section 14.1(a)(x), 14.1(a)(xiv), 14.1(a)(xv) or 14.1(a)(xvi)by Manager hereunder, provided that, (ia) they are not materially beyond the general experience of similar facility operations located in the State [Province] in terms of scope, seriousness, or frequency, and (iib) Manager takes all reasonable actions in a timely manner to cure such deficiencies or situations of non-compliance. The costs (including fines for non-compliance) of curing such deficiencies or circumstances of non-compliance (collectively, and (iii) they have not had, and could not reasonably be expected to have, a material adverse impact on the Facility (“Non-Default ViolationsCompliance Costs”). The costs of curing such Non-Default Violations ) shall constitute Facility Expenses unless incurred by reason of Manager’s willful failure, misconduct or gross negligence. Any Non-Compliance Costs resulting from Manager’s willful misconduct or gross negligence or default hereunder, in which case such costs shall be paid by the Manager out of from its own fundsfunds and not as a Facility Expense. Anything in this Agreement to the contrary notwithstanding, So long as Manager shall be solely responsible for any fines imposed by any regulatory agency with jurisdiction over the Facility, and costs and expenses of any contest and appeal, unless such fine, costs, or expenses arise on account is not an Affiliate of a breach Person holding a direct or indirect an ownership interest in Owner, then in the event that Manager and Owner disagree as to whether a Non-Compliance Cost is appropriate for reimbursement as a Facility Expense, the disagreement will be resolved exclusively by Owner arbitration pursuant to Section 18.17 and either party may initiate such arbitration (it being acknowledged that if Manager is an Affiliate of its obligations under this a Person holding a direct or indirect ownership interest in Owner, such dispute will be resolved subject to and in accordance with the JV Agreement).