FIRST AMENDMENT TO
Exhibit 10.38
FIRST AMENDMENT TO
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of the 9th day of July, 2008 by and between HUB NORTHEAST MEDICAL ARTS CENTER LLC, a Delaware limited liability company, (“Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (“Purchaser”).
WITNESSETH:
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement, dated as of May 5, 2008 (the “Agreement”), with respect to the purchase and sale of certain real property and other property known as Northeast Medical Arts Center and located at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx, all as more particularly described in the Agreement; and
WHEREAS, Seller and Purchaser desire to amend the Agreement to accelerate the Closing Date and change the definition of “Title Company”, in accordance with the terms of this Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Defined Terms. Terms used in this Amendment, but not otherwise defined herein, shall have the meanings given to them in the Agreement.
2. Title Company Definition. Section 1.19 of the Agreement is hereby amended by deleting “Lawyers Title Insurance Corporation” and inserting “Xxxxxxx Title Guaranty Company” in its place.
3. Closing Date Acceleration. Section 2.2 of the Agreement is hereby amended by deleting the date “September 18, 2008” from the first sentence thereof and inserting the date “July 9, 2008” in its place.
4. Agreement Provisions. All provisions of the Agreement, as amended by this Amendment, are hereby ratified and confirmed and remain in full force and effect.
5. Multiple Counterparts. This Amendment may be executed in a number of identical counterparts. If so executed, each counterpart is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement. Such executed counterparts may be delivered by facsimile or by e-mail (in .pdf format) and any such counterparts so delivered shall be deemed original documents for all purposes.
6. Non-Liability of Trustees of Purchaser. The Declaration of Trust of Purchaser, a copy of which is duly filed with the Department of Assessments and Taxation of the State of Maryland, provides that the name “Senior Housing Properties Trust” refers to the trustees under such Declaration of Trust collectively as trustees, but not individually or personally, and that no trustee, officer, shareholder, employee or agent of Purchaser shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Purchaser. All persons dealing with Purchaser in any way shall look only to the assets of Purchaser for the payment of any sum or the performance of any obligation.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.
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SELLER: |
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HUB NORTHEAST MEDICAL ARTS CENTER LLC,
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx |
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President |
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PURCHASER: |
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SENIOR HOUSING PROPERTIES TRUST,
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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President |
[SIGNATURE PAGE TO FIRST AMENDMENT TO
