Common use of Seller Liquidation Clause in Contracts

Seller Liquidation. Seller shall not liquidate all or substantially all its assets prior to the earlier of (i) Buyer and Seller agreeing upon all aspects of the Final Adjustments Report and, if any payment is due from Seller pursuant to SECTION 3.4 based on the Final Adjustments Report, the final payment owed by Seller having been received in full by Buyer or (ii) Seller paying the undisputed amount owed by Seller to Buyer following delivery of Seller's Objection Notice and depositing into the Holdback additional funds equal to the disputed amount together with an amount reasonably sufficient to pay for Seller's share of the cost of resolving the issues raised by Seller's Objection Notice (the "ADJUSTMENT DEPOSIT"), which funds shall be held in the Holdback pending resolution of issues raised by Seller's Objection Notice and the portion of the Adjustment Deposit payable to Buyer, if any, following resolution of all disputes concerning the Final Adjustment Amount shall be immediately paid to Buyer and the balance of the Adjustment Deposit, if any, immediately paid to the Seller. Without in any way extending the time periods specified in SECTION 3.4.3, Buyer agrees, upon written notice from Seller (the "LIQUIDATION NOTICE") setting forth Seller's good faith belief of a possible liquidation of Seller within fifty (50) days of Closing, to accelerate production and delivery of the Final Adjustments Report within the later of thirty (30) days following the Closing Date or ten (10) days after Seller's delivery of the Liquidation Notice, provided adequate records are available at that time to complete the Final Adjustments Report. Seller shall notify Buyer of any distribution of any assets prior to the parties agreeing upon the Final Adjustments Report that may result in Seller being unable to satisfy in a timely manner any obligations under SECTION 3.4 without recourse to the Holdback. Each party's obligations and covenants under this SECTION 3.5 shall survive Closing.

Seller Liquidation. Seller shall not liquidate all or substantially all its assets (a) The parties hereto understand and agree that (i) FBA may be dissolved and liquidated prior to the earlier of Closing Date (i) Buyer and a "Seller agreeing upon all aspects of the Final Adjustments Report andLiquidation"), if any payment is due from Seller pursuant to SECTION 3.4 based on the Final Adjustments Report, the final payment owed by Seller having been received in full by Buyer or (ii) Fortress Registered Investment Trust, a Delaware business trust ("FRIT") and Fortress Brookdale Investment Fund LLC, a Delaware limited liability company ("FBIF") may redeem their interests in Seller paying (a "Seller Redemption"). Upon a Seller Liquidation, the undisputed amount owed Shares will be distributed to the Selling Stockholders as the sole members of FBA and concurrently with such Seller Liquidation, each of the Selling Stockholders shall jointly agree, pursuant to a written instrument in form and substance satisfactory to Acquiror, to be bound by the provisions of this Agreement, other than the provisions of Article III hereof, as "Seller". Upon a Seller Redemption, a number of Shares shall be distributed to FRIT and FBIF or Affiliates thereof equal to their percentage membership interests in FBA immediately prior to such Seller Redemption, and concurrently therewith each of the Selling Stockholders (other than FBA) shall jointly agree, pursuant to a written instrument in form and substance satisfactory to Acquiror, to be bound by the provisions of this Agreement, other than the provisions of Article III hereof, as "Seller". (b) In the event of a Seller Liquidation or a Seller Redemption, the parties hereto agree to amend prior to Closing the form of the Agreement Regarding Leases, including Sections 6 and 33(d) thereof (which amendment shall state that upon a Seller Liquidation or a Seller Redemption, the Selling Stockholders or a designee thereof may post the security deposit required thereby), the form of Property Lease, including Section 15(a) thereof, and any other Transaction Agreements set forth in Exhibits B through E hereto, in each case as the parties hereto may reasonably agree is necessary in order to give effect to such Seller Liquidation or a Seller Redemption, as applicable. (c) In the event of a Seller Redemption or a Seller Liquidation, the parties hereto agree to execute an appropriate amendment to the Tax Matters Agreement. Such amendment, shall provide, without limitation, each of the Selling Stockholders, other than FBA, the right to assign their obligations under the Tax Matters Agreement to a limited liability company wholly owned by such Selling Stockholder, which limited liability company shall be liable to the same extent that FBA is liable under the Tax Matters Agreement in the same proportion as the interest held by such Selling Stockholder in FBA immediately prior to the Seller Redemption or the Seller Liquidation. In the event of a Seller Redemption, FBA shall be liable under the Tax Matter Agreement in the proportion of 100% less the interests redeemed in the Seller Redemption. (d) The parties hereby agree that the intent of this Section 5.16 is to enable Seller to Buyer elect to redeem, promptly following delivery the Closing, all of Seller's Objection Notice and depositing into the Holdback additional funds equal Units acquired pursuant to the disputed amount together with an amount reasonably sufficient to pay for Seller's share terms of the cost Unit Subscription Agreement for common shares of resolving beneficial interest of Acquiror or, at Acquiror's election, for cash, in accordance with the issues raised by Seller's Objection Notice terms of the Units so that rents received from Indemnitor and its Subsidiaries pursuant to the terms of the Agreement Regarding Leases and the Property Leases (as such term is defined in the Agreement Regarding Leases) may be treated as "ADJUSTMENT DEPOSIT"rents from real property" within the meaning of Code Section 856(d). Accordingly, which funds Seller and Acquiror hereby agrees that the intent of this Section 5.16 shall be held in the Holdback pending resolution effectuated through either (1) a Seller Liquidation, (2) a Seller Redemption or (3) a sale of issues raised by Seller's Objection Notice and the all or a portion of the Adjustment Deposit payable common shares of beneficial interest of Acquiror acquired by FBA in the Private Placement, in each case prior to Buyeror concurrently with the Closing. Each party further agrees that it shall use its reasonable best efforts and cooperate with each other party to effectuate the intent of this Section 5.16, if anyby completing no later than the Closing one of the alternative transactions described in the preceding sentence in a manner that would enable all of the Units to be redeemed for common shares of beneficial interest of Acquiror or, following resolution at Acquiror's election, for cash (which cooperation shall include, in the case of all disputes concerning a Seller Liquidation, the Final Adjustment Amount shall be immediately paid waiver by Acquiror, as the sole member of the General Partner of PSLT OP, L.P., of Health Partners' obligation to Buyer make the representation that it is a "United States person" as required by Section 3.3B(iii) of the Amended and Restated Agreement of Limited Partnership of PSLT OP, L.P.)." (q) The Agreement and the balance form of Agreement Regarding Leases are each hereby amended by adding Section 5.17 and, with such changes as necessary to conform defined terms, Section10(d), respectively, which sections shall provide as follows: "Indemnitor hereby represents, warrants and covenants that, so long as the Selling Stockholders own collectively, whether directly or indirectly pursuant to Section 318 of the Adjustment DepositCode, if anyas modified by Code Section 856(d)(5), immediately paid to the Seller. Without in any way extending the time periods specified in SECTION 3.4.3, Buyer agrees, upon written notice from Seller ten percent (the "LIQUIDATION NOTICE"10%) setting forth Seller's good faith belief of a possible liquidation of Seller within fifty or more (50by vote or value) days of Closing, to accelerate production and delivery of the Final Adjustments Report within the later shares of thirty (30) days following the Closing Date or ten (10) days after Seller's delivery beneficial interest of Acquiror, each of the Liquidation Noticedirect and indirect subsidiary entities of Indemnitor which leases, provided adequate records are available at directly or indirectly, any property owned, directly or indirectly, by the Company, has been and will continue to be treated as a disregarded entity of Indemnitor for federal income tax purposes. Indemnitor further agrees that time to complete the Final Adjustments Report. Seller shall notify Buyer of any distribution of any assets prior to the parties agreeing upon the Final Adjustments Report that may result in Seller being unable to satisfy in a timely manner any obligations under SECTION 3.4 without recourse to the Holdback. Each party's obligations and covenants under this SECTION 3.5 covenant shall survive Closingany liquidation or dissolution of FBA." (r) Section 6.01(f) is hereby deleted in its entirety and the following is hereby added in lieu thereof: