Joint Venture Agreements means, collectively, the Majority Equity Joint
Venture Agreements and the Minority Equity Joint Venture Agreements.
Joint Ventures means, collectively, the Majority
Equity Joint Ventures and the Minority Equity Joint Ventures.
Knowledge of the Company means, whether or not
capitalized, or any similar expressions with respect to the Company, the actual knowledge of the persons named in Schedule A to the Company Disclosure Letter.
Law means any and all domestic (federal, state or local) or foreign laws (including common law), rules, regulations,
statutes, codes, ordinances, directives and Orders promulgated by any Governmental Authority.
Lien means any mortgage,
deed of trust, claim, condition, covenant, lien, pledge, charge, security interest, preferential arrangement, option or other third-party right (including any Transfer Right), restriction, right of way, easement, conditional or installment sale
agreement, title retention agreement or title defect or encumbrance of any kind in respect of such asset, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, excluding any
restrictions on transfer of equity securities arising under applicable securities Laws.
Long-Term Incentive Plan
means, collectively, the Companys 2004 Incentive Award Plan, 2010 Incentive Award Plan and 2018 Incentive Award Plan, each as amended.
Majority Equity Joint Venture Agreements means the organizational and other governing documents of the Majority Equity
Joint Ventures.
Material Space Lease means any one or more leases, subleases, licenses or occupancy agreements with a
counterparty or affiliated counterparties relating to a particular real property (other than Ground Leases) under which the Company or any Subsidiary is the landlord or sub-landlord or serves in a similar
capacity, which individually or in the aggregate, (i) provide for annual rentals of $2,000,000 or more, or (ii) relate to 450 or more beds; provided that any such lease, sublease or occupancy agreement between the Company and any
Wholly Owned Company Subsidiary or between Wholly Owned Company Subsidiaries shall not constitute a Material Space Lease.
Minority Equity Joint Venture Agreements means the organizational and other governing documents of the Minority Equity
Joint Ventures.
Order means a judgment, injunction, order or decree of any Governmental Authority.
Owned Company Property means, collectively, each real property owned in fee by the Acquired Companies as of the date of
this Agreement (including all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property).
Parent Material Adverse Effect means, with respect to Parent, any event, circumstance, change, effect, development,
condition or occurrence that, individually or in the aggregate, would prevent or materially impair the ability of the Parent Parties to consummate the Mergers by the Outside Date.
Parent Related Persons means, collectively, the Parent Parties, the Sponsor or any of their respective former, current or
future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, successors or assignees or any former, current or future equity holder, controlling Person, director,
officer, employee, agent, Affiliate, member, manager, general or limited partner, successor or assignee of any of the foregoing.
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