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EXHIBIT 2.1
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of this 31st day of July, 1996 by and between Sunrise Development,
Inc., a Virginia corporation ("Purchaser") and the other companies (other than
the Escrow Agent) executing this Agreement (hereinafter referred to
collectively as "Sellers" and individually as "Seller").
R E C I T A L S:
X. Xxxxx Huntcliff, L.L.C., a Georgia limited liability company
("Huntcliff Seller") is the owner of the property described on Exhibit A
hereto, less and except the condominium units (the "Third-Party Huntcliff
Units") listed on Exhibit A-1 hereto ("Huntcliff Summit") and including certain
land appurtenant to Huntcliff Summit which is owned by Xxxxx Land, Inc.
("Huntcliff Land").
II. Xxxxx Northshore, Inc., a Georgia corporation ("Northshore
Seller") is the owner of the property described on Exhibit B attached hereto
("Northshore").
III. Xxxxx Xxxxxx Augusta, Inc. ("Augusta Seller"), a Georgia
corporation, is the owner of the property described on Exhibit C attached
hereto ("Augusta Xxxx").
IV. Xxxxx Xxxxxx Columbus, Inc. , a Georgia corporation,
("Columbus Seller") is the owner of the property described on Exhibit D
attached hereto ("Brookside Xxxx").
X. Xxxxx Greenville, Inc., a Georgia corporation ("Greenville
Seller") is the owner of the property described on Exhibit E attached hereto
("Glens of Greenville").
VI. Huntcliff Summit, Northshore, Augusta Xxxx, Brookside Xxxx and
Glens of Greenville (including the respective land described on the foregoing
exhibits and any appurtenant easements and rights of way) are sometimes
hereinafter collectively referred to as the "Facilities" and severally as a
"Facility". The buildings that are part of the Facilities are hereinafter
collectively referred to as the "Building". The Facilities and the Building
are hereinafter collectively referred to as the "Real Properties".
VII. Huntcliff Seller is party to the contracts (the "Third-Party
Huntcliff Contracts") described on Exhibit F attached hereto pursuant to which
Huntcliff Seller has, among other rights and obligations, rights and
obligations with respect to the purchase of the Third-Party Huntcliff Units.
VIII. Purchaser desires to purchase and Seller desires to sell the
Real Properties on the terms and conditions set forth below.
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NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Sale of Real Property and Personal Property.
Subject to the terms and conditions of this Agreement, each of the
Sellers agrees to sell, convey, transfer and assign to Purchaser, and Purchaser
agrees to purchase and acquire from such Seller all right, title and interest
of Seller in, under and to the following assets:
A. Conveyance of Facilities, Leases and Personal Property.
(1) Huntcliff Seller agrees to sell Huntcliff Summit and
the Leases (as hereinafter defined and herein so called) and the Personal
Property (as hereinafter defined and herein so called) appurtenant thereto. In
addition, Xxxxx Land, Inc. agrees to sell Huntcliff Land. In the event that
Huntcliff Seller desires to acquire any of the Third-Party Huntcliff Units
prior to Closing other than substantially in accordance with the terms of the
Guaranteed Buy Back Agreements (the " Guaranteed Buy Back Agreement"), which
are listed on Exhibit F attached hereto, such acquisition shall require the
prior written consent of Purchaser, which shall not be unreasonably withheld or
delayed. An acquisition by Huntcliff Seller of any Third-Party Huntcliff Unit
substantially in accordance with the Guaranteed Buy Back Agreements shall not
require the consent of Purchaser. Any Third-Party Huntcliff Units purchased by
Huntcliff Seller prior to Closing substantially in accordance with the
Guaranteed Buy Back Agreements or with the prior consent of Purchaser shall
become a part of Huntcliff Summit for purposes of this Agreement.
(2) Northshore Seller agrees to sell Northshore and the
Leases and the Personal Property appurtenant thereto.
(3) Augusta Seller agrees to sell Augusta Xxxx and the
Leases and the Personal Property appurtenant thereto.
(4) Columbus Seller agrees to sell Brookside Xxxx and the
Leases and Personal Property appurtenant thereto.
(5) Greenville Seller agrees to sell Glens of Greenville
and the Leases and Personal Property appurtenant thereto.
B. Leases Defined. "Leases" (severally a "Lease") means, with
respect to any Facility, the respective Seller's right, title and interest as
landlord (whether named as such therein, or by assignment or otherwise) in any
leases and subleases, if any, regarding the respective Facility now existing or
at any time hereafter made, and all amendments, modifications, supplements,
renewals and extensions thereof, together with any refundable security deposits
made by tenants of the respective Facility which are at Closing (as hereinafter
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defined and herein so called) in the possession of the Seller. A schedule
identifying each and every party leasing, at the date hereof, a portion of the
Building, together with a description of the unit leased by each, the
applicable lease term and the current rental amount, is attached hereto as
Exhibit G.
C. Personal Property Defined. "Personal Property" means, with
respect to any Facility,
(1) Any furniture, fixtures, furnishings, machinery,
equipment, Inventory (as hereinafter defined and
herein so called), assignable contracts, including
without limitation the Third-Party Huntcliff
Contracts (except for those with respect to
Third-Party Huntcliff Units that shall have been
acquired by Huntcliff Seller prior to Closing and
therefore become part of the definition of Huntcliff
Summit), which have been entered into by the
respective Seller in connection with the respective
Facility, and all other personal property owned by
the Seller of the respective Facility, used in
connection with the respective Facility and now
located upon the respective Facility, if any. A
preliminary list of such tangible personal property
(which shall include an approximate listing of
furniture and fixtures owned by any of the Sellers
and located in each Facility and the equipment owned
by any of the Sellers and located in each Facility,
the cost of which was approximately $5,000.00 or
more) for each Facility shall be prepared by Seller
during the Study Period and finalized prior to
Closing and will be delivered by Seller to Purchaser.
The respective Seller's interest in all such
assignable contracts shall be assigned to Purchaser
at Closing except for such contracts (other than the
Third-Party Huntcliff Contracts) as to which
Purchaser has given notice to Seller, not later than
the end of the Study Period, of Purchaser's election
not to take such an assignment. There shall be
excluded from the Personal Property the matters
described as the Excluded Personal Property on
Exhibit H attached hereto.
(2) All other intangible rights and interests of Seller
of the respective Facility relating to such Facility,
including but not limited to licenses and permits of
such Facility to the extent that they are
transferable, and the name of such Facility to the
extent Seller has a transferable right to said name.
Seller agrees to cooperate, at the sole cost and
expense of Purchaser, in the transferring of such
licenses and permits to Purchaser.
D. The Real Properties and all Personal Property may be referred
to herein collectively as the "Property" or the "Properties".
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2. No Liabilities.
Except as provided for in this Agreement, Purchaser is assuming no
liabilities attributable to Seller's operation or ownership of the Real
Properties or any Personal Property therein, including liabilities to Seller's
employees. Seller represents to Purchaser that all employees (the "Facility
employees") employed at the Facilities are "at-will" employees, subject only to
the terms of employment letters copies of which are attached hereto as Exhibit
S. Seller shall cause Xxxxx Management Company ("Management"), the manager of
the Facilities, to retain on its payroll all Facility employees other than
those who resign or are terminated for "cause", and at Closing Purchaser shall
offer employment to all identified by Seller as Facility employees during the
Study Period or thereafter. All Facility employees rehired by Purchaser shall
be immediately eligible under Purchaser's health care benefits plan.
Purchaser, however, may notify Seller prior to the expiration of the Study
Period of any specific employee which Purchaser believes in its reasonable
determination should be terminated for "cause", and Purchaser shall not be
required to rehire such employee(s). For the purposes of this Section 2,
"cause" shall be defined as dishonesty, willful and repeated violation of
employment policies or Facility rules and regulations, resident neglect or
abuse or felony criminal conviction. Seller shall indemnify and hold Purchaser
and its officers, directors, stockholders, partners, employees and agents,
harmless from and against any and all damages, liabilities, lawsuits, claims,
causes of action, costs or expenses, including reasonable attorney's fees,
asserted against them by employees or creditors of Seller, by third parties or
by tenants of the Facilities, as a result of direct actions or failures of
Seller. In the event of any such suit, claim, cause of action or other
proceeding, Seller shall undertake and have responsibility for the full and
complete defense thereof at Seller's sole cost and expense. It is expressly
understood that Purchaser is not assuming any liabilities of Seller to Facility
employees for any action or inaction of Seller prior to Closing. Purchaser
shall indemnify and hold Seller and its officers, directors, stockholders,
partners, employees and agents, harmless from and against any and all damages,
liabilities, lawsuits, claims, causes of action, costs or expenses, including
reasonable attorneys' fees asserted against them by employees or creditors of
Purchaser, by third parties or by tenants of the Facilities, as a result of
direct actions or failures of Purchaser subsequent to Closing. In the event of
any such suit, claim, cause of action or other proceeding, Purchaser shall
undertake and have responsibility for the full and complete defense thereof at
Purchaser's sole cost and expense. Management is agreed to be an express third
party beneficiary of the covenants of Purchaser set forth in this Paragraph 2.
This Paragraph 2 shall survive closing as to all matters of which the
respective obligee of any covenant set forth in this Paragraph 2 shall give
notice to the obligor thereof not later than two and one half years (2.5 years)
after the Closing Date, as hereinafter defined.
3. Purchase Price and Deposit.
A. The purchase price for the Property shall be Thirty Four
Million and no/100 Dollars ($34,000,000.00) plus the Inventory Price (as
hereinafter defined) and the Third-Party Huntcliff Unit Prices (as hereinafter
defined) ("Purchase Price"). "Inventory Price" means Seller's book value, of
all food or foodstuffs (collectively, the "Inventory") conveyed to Purchaser
pursuant to this Agreement. "Third-Party Huntcliff Unit Prices" means, with
respect to all Third-Party Huntcliff Units acquired by Huntcliff Seller under
the terms of this Agreement
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prior to Closing, the sum of the gross purchase prices for the acquisition of
all such Units plus all reasonable costs and expenses paid or incurred by
Huntcliff Seller in connection therewith.
B. Purchaser shall deposit with Commonwealth Land Title Insurance
Company, Washington D.C., (hereinafter referred to as "Escrow Agent") a deposit
of One Hundred Thousand and no/100 Dollars ($100,000.00), with any accrued
interest thereon, (the "Initial Deposit") within five (5) days of execution of
this Agreement. The Initial Deposit will be refundable to Purchaser in the
event that Purchaser terminates this Agreement during the Study Period (as
hereinafter defined and hereinafter so called) or as provided for in Section
8.C herein below. Purchaser will also deposit with the Escrow Agent an
additional deposit of Nine Hundred Thousand and no/100 Dollars ($900,000.00) on
the last day of the Study Period, unless the Agreement has been duly
terminated, which additional deposit shall be non-refundable except as set
forth elsewhere in this Agreement. In the event that Purchaser shall be
obligated to make said $900,000.00 deposit and fails to do so, the Initial
Deposit shall be paid by Escrow Agent to Xxxxx Properties, Inc., as full
liquidated damages on behalf of the Sellers, whereupon this Agreement shall
terminate and be of no further force and effect, except for those provisions
that by their terms shall survive such termination. Escrow Agent will deposit
said funds in an interest-bearing account at a federally-insured commercial
bank, with interest to accrue to Purchaser. The Initial Deposit, the
$900,000.00 deposit and any additional deposits contemplated by this Agreement,
together with any and all accrued interest, may be referred to herein
collectively as the "Deposit".
C. At Closing, the Deposit shall be applied to the Purchase
Price. Should Closing not occur, the Escrow Agent shall distribute the Deposit
in accordance with the applicable provisions of this Agreement.
4. Plans, Engineering, Title Examination and
Operational Records and Other Documents to Purchaser.
In consideration of the execution of this Agreement, the Seller agrees
to cause to be provided to the Purchaser, at no cost, all items requested per
Exhibit I, within the period of time specified therein; provided, however, that
the failure to provide any such item or any other matter contemplated by this
Agreement shall not have the effect of extending the date of expiration of the
Study Period or any other date provided for in this Agreement. It is also
understood by the parties hereto that during the Study Period, Purchaser may
request that other items be provided by Seller in addition to those
specifically listed in Exhibit I, which items shall be provided if mutually
agreed upon by the parties.
5. Title.
A. Purchaser shall obtain a Commitment for Title Insurance (the
"Title Commitment"), committing to insure, upon the payment of a requisite
premium at standard rates prevailing in the respective jurisdiction, that
Purchaser shall acquire good and indefeasible fee simple title (except for the
portions of Huntcliff Summit consisting of leasehold or other interests that do
not constitute fee simple title) to the Real Properties, subject only to the
Permitted
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Exceptions, as defined herein. Prior to the expiration of the Study Period,
Purchaser shall deliver a complete copy of the Title Commitment to Seller.
Purchaser shall have until the expiration of the Study Period, as defined
hereinbelow, within which to object, by written notice to Seller, to any
exceptions to title (other than the Permitted Exceptions) set forth in the
Title Commitment. Such objections shall be within Purchaser's sole discretion.
If Purchaser fails to object to any such item by written notice to Seller prior
to the expiration of the Study Period, Purchaser shall be deemed to have
approved such item. If Purchaser objects to any such item by timely written
notice to Seller, Seller shall have the right (without any obligation to do so,
except as to monetary liens ("Seller Monetary Liens") created by any Seller to
cure or attempt to cure Purchaser's objections to such item prior to the date
of Closing. In the event Seller is unable to or elects not to cure any one or
more of Purchaser's objections, Seller may notify Purchaser in writing of such
election and request that Purchaser waive Purchaser's right to terminate this
Agreement due to such objection(s). If Purchaser does not terminate this
Agreement within ten (10) days of receiving such notice from Seller, Purchaser
shall be deemed to have waived its right to terminate this Agreement due to
such objections.
B. The term "Permitted Exceptions", as used herein, shall mean
(i) the lien of real estate taxes not yet due and payable, (ii) all matters
revealed in the Title Commitment obtained by Purchaser other than Seller
Monetary Liens and approved or deemed approved as provided hereinabove, (iii)
all existing building, zoning and other city, state, county or federal laws,
codes and regulations affecting the Properties, (iv) any existing utility
easements serving any of the Properties or not materially interfering with the
operation of any of the Properties, (v) any title exception created directly by
any act or omission of Purchaser or its representatives, agents, employees or
invitees, (vi) the matters set forth on Exhibit J attached hereto and (vii)
rights of tenants.
C. Title to the Real Properties shall be conveyed to Purchaser at
Closing by Limited or Special Warranty Deed free and clear of any and all
liens, mortgages, deeds of trust and security interests, and free and clear of
any and all covenants, conditions, restrictions, easements, rights-of-way,
licenses, unrecorded agreements and claims of any persons, encroachments,
judgments or encumbrances of any kind whatsoever, except the Permitted
Exceptions and all matters of record. Purchaser may, after the expiration of
the Study Period, object to any exceptions to title (other than the Permitted
Exceptions and those matters of record that were accepted by Purchaser prior to
the end of the Study Period), whereupon Seller shall have the right (without
any obligation to do so, except as to any Seller Monetary Liens) to cure or
attempt to cure such objections on or prior to the date of Closing.
D. If the Purchaser elects to have made a survey of the Real
Properties, then any objections to title based upon such survey shall be
governed by the above Paragraph 5.A. Any such objections shall be due to the
Seller on the same date as the title objections are due, and the failure to
deliver objections shall constitute a waiver thereof. Purchaser shall bear the
cost of the entire premium and expenses for the Commitment, the Owner's policy
of title insurance and any survey.
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6. Study Period.
A. During the period beginning on the date of full execution of
this Agreement and expiring on the earlier to occur of 60 days thereafter or
September 26, 1996 (the "Study Period"), Purchaser shall have the right to
review and evaluate the Real Properties, the Personal Property, the nature and
extent of the Properties and operations and all rights and liabilities related
thereto. Seller agrees to provide or make available to Purchaser and its
authorized representatives for inspection upon request all books, records and
other information concerning the Real Properties and the Personal Property in
the possession of Seller. Without limiting the generality of the foregoing and
the provisions of Section 4 hereinabove, Seller shall furnish or make available
to Purchaser or its representatives as soon as possible the following which are
in Seller's possession:
(1) Any contracts, leases and equipment agreements
affecting the Real Properties or the Personal
Properties, including contracts of employees of
Seller currently working at the Real Properties;
(2) Any licenses and permits currently held by Seller;
and
(3) Any current Certificates of Use and Occupancy for the
Real Properties.
B. In addition, during the Study Period and thereafter until
Closing, Seller and its representatives shall reasonably cooperate with
Purchaser at no cost to the Seller in conducting its evaluation of the Real
Properties and introduce Purchaser to such persons other than tenants and
occupants with knowledge of the Facilities as Purchaser shall reasonably
request, including Facility employees. However, Purchaser shall not contact or
otherwise communicate with any of the tenants or occupants of any of the
Facilities whatsoever and shall contact or otherwise communicate with any of
the staff members or other employees or others providing goods or services to
any of the Facilities without the prior written consent of Seller's Senior
Executives, as defined hereinbelow, which shall not be unreasonably withheld or
delayed. The parties will prepare as soon as possible after the execution of
this Agreement a joint communication to be delivered by Seller to the Facility
employees.
C. At any time during the Study Period, Purchaser shall have the
right, in its sole discretion and for any reason or no reason, to terminate
this Agreement and receive the return of the Initial Deposit (net of the sum of
$100.00, which Escrow Agent shall pay over to Xxxxx Properties, Inc. on behalf
of Sellers as consideration for entering into this Agreement) and all accrued
interest by providing written notice to Seller and Escrow Agent. Upon such
notice, this Agreement shall terminate and be of no further force and effect,
and the net Initial Deposit shall be promptly returned to Purchaser by Escrow
Agent.
D. Purchaser agrees to indemnify and hold harmless each of the
Sellers from and against any and all liability, loss, cost, damage, lien or
expense (including but not limited to attorney fees and costs of litigation)
that any of the Sellers or Xxxxx Land, Inc. shall suffer or incur as a result
of the acts or omissions of Purchaser and those acting on its
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behalf or at its request with respect to any of the Properties. This subsection
shall survive Closing as to all matters of which any of the Sellers or Xxxxx
Land, Inc. shall give notice to Purchaser not later than two and one half (2.5)
years after the Closing Date, as hereinafter defined.
7. Actions Pending Closing.
A. During the Study Period and prior to Closing, Seller
undertakes and hereby covenants and agrees as follows:
(1) Subject to the provisions of Paragraph 12, Seller
will maintain the Real Properties and the Personal
Property in substantially their present condition,
except for ordinary wear and tear and the use and
consumption of Inventory and other items of Personal
Property in the ordinary course of business.
(2) Except for the use and consumption of Inventory,
Seller will not sell or dispose of, or cause to be
sold or disposed of, all or any portion of the Real
Properties or the Personal Property, during the Study
Period, except as provided in (1) of this
subparagraph and except in the ordinary course of
business and for items having an aggregate value not
in excess of $50,000.00, an aggregate per facility
value not in excess of $10,000 or replaced with
similar items, as needed.
(3) Seller shall cooperate with Purchaser to obtain
consents of governmental officials regarding
acquisition by Purchaser of necessary licenses and
permits.
(4) Seller shall not enter into or materially modify any
lease with respect to the Properties, make any
material commitment, take any material action or
incur any material obligation that burdens the title
to any of the Properties, materially affects any
contract that is to be assumed by Purchaser or
materially alters the operations and/or the business
conducted at the Properties, as operated and
conducted by the respective Sellers without the prior
written consent of Purchaser, other than in the
ordinary course of business and, with respect to any
agreement or lease, other than for a duration of one
(1) year or less. Nothing in this subsection shall
preclude Seller from exercising its rights under the
Guaranteed Buy Back Agreements with the owners of the
Third-Party Huntcliff Units or their executors,
administrators and personal representatives.
(5) Prior to the expiration of the Study Period, Seller
shall provide to Purchaser copies of all licenses
which are currently in force and effect at the
Facilities and will provide notice to Purchaser upon
any notice or receipt of any notice or revocation or
suspension of said licenses.
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B. If any agreements, undertakings or covenants in Paragraph 7.A
above shall be breached by Seller in any material respect prior to Closing,
then Purchaser shall have the right, in its sole discretion (i) to waive the
breach or (ii) to terminate this Agreement and receive a return of the Deposit.
8. Conditions Precedent to Closing.
A. The obligation of Seller to consummate the transactions
contemplated herein shall be subject to the representations and warranties made
by Purchaser hereunder being true and correct in all material respects and
confirmed in writing on the date of Closing and the performance by Purchaser of
all of its obligations under this Agreement.
B. The obligation of Purchaser to consummate the transactions
contemplated herein shall be subject to the occurrence, satisfaction or waiver
of the following conditions:
(1) Seller's Senior Executives (which term shall mean
collectively Xxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx,
Xxxxxx X. X. Xxxxxx and Xxxxxx X. Xxxxxx) shall have
no actual (without investigation) knowledge of any
suit, action, investigation, inquiry or other
proceeding by any governmental authority or any other
person, pending or threatened, which would have a
material adverse effect on the Properties if
adversely determined;
(2) If requested by Purchaser, the respective Seller
shall deliver to Purchaser on the Closing Date
originals or true copies of properly executed letters
(or a form letter) (the "Tenant Letter") from Seller
to all tenants under the Leases to be dated as of
Closing, advising of the change of ownership and the
transfer of deposits of such tenants;
(3) All other documents required hereunder for Closing
shall have been executed and delivered by Seller and
Purchaser.
(4) All representations and warranties made by Seller
under this Agreement shall have remained true and
correct in all material respects.
C. In the event any condition precedent set forth in Paragraph
8.B., is not satisfied in full as of the date scheduled for Closing, as may be
extended in accordance with such Section 9, the party in favor of whom such
condition precedent is made may, in its sole discretion, (i) waive the
condition in writing or (ii) declare this Agreement to be terminated, upon
which the Deposit and all accrued interest shall be paid to the party entitled
thereto and no party shall have any further obligation hereunder. In the event
that, during the Study Period, any Certificate of Occupancy or assisted living
or nursing care facility license applicable to any of the Facilities shall be
revoked, suspended, or canceled, or if any certificate of licensure related to
the operation of the Glens of Greenville shall be revoked, suspended or
canceled, then Purchaser, by notice to Sellers given on or before the end of
the Study Period, may terminate this Agreement, whereupon the Deposit shall be
refunded to Purchaser; provided, however, that if any such
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revocation, suspension or cancellation (collectively the "Revocation") shall
occur during the last five (5) calendar days of the Study Period, then
Purchaser shall have until 5:00pm., Atlanta time, on the fifth (5th) calendar
day after the date the Revocation occurs, to exercise the termination right set
forth in this sentence but only on account of the Revocation. In the event
that Revocation occurs after the Study Period, then Purchaser, by notice to the
Sellers given within five (5) calendar days (the "Response Period") after
notice from any Seller to Purchaser of the Revocation, may terminate this
Agreement, whereupon the Deposit shall be refunded to Purchaser; if, in such
event, Purchaser does not so terminate this Agreement, then Sellers, by notice
to Purchaser given on or before the third (3rd) day after the Response Period,
may terminate this Agreement, whereupon the Deposit shall be refunded to
Purchaser. The provisions of Paragraph 25.K of this Agreement shall not apply
to the time periods set forth in this Paragraph.
9. Closing.
A. Closing of the transactions contemplated hereby shall take
place on a date (the "Closing Date") which is the earlier to occur of (a) 30
days after the expiration of the Study Period or (b) October 31, 1996, or at an
earlier date at the option of Purchaser exercised by not fewer than ten days'
prior written notice to Seller, at the offices of Commonwealth Land Title
Insurance Company, 0000 X Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx X.X., 00000, or
such other location as the parties may agree upon prior to Closing. Purchaser
may extend the Closing Date to and including December 3, 1996 by depositing
with Escrow Agent on or before October 29, 1996 an additional non-refundable
deposit in the amount of Two Hundred and Fifty Thousand and no/100 Dollars
($250,000), which shall be deemed to be a part of the Deposit.
B. At Closing, each Seller shall execute (or cause to be
executed), where appropriate, and deliver the following documents to Purchaser
with respect to such Seller's respective Facility:
(1) The confirmation of the representations and
warranties of Seller in substantially the form(s)
attached hereto as Exhibit K;
(2) Xxxx of Sale in substantially the form(s) attached
hereto as Exhibit L (the "Xxxx of Sale");
(3) Limited or Special Warranty Deed in substantially the
form(s) attached hereto as Exhibit M (the "Deed");
(4) Assignment and Assumption Agreement in substantially
the form(s) attached hereto as Exhibit N (the
"Assignment and Assumption Agreement");
(5) The Tenant Letter (see subparagraph 8.B(2));
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(6) All plans, specifications and blueprints relating to
the Real Properties that are in the respective
Seller's possession and have not previously been
forwarded to Purchaser (to be delivered at the place
of Closing or at the respective Facility);
(7) Affidavit regarding mechanics' liens and possessory
rights in substantially the form attached hereto as
Exhibit O;
(8) To the extent in the respective Seller's possession,
keys to all improvements and to any lock which exists
for the Building (to be delivered at the respective
Facility);
(9) Any modifications of any existing leases or any
agreements entered into by Seller which are permitted
under Section 7.A(4) regarding the operation of the
Buildings which have not previously been supplied to
Purchaser and which are in the possession of Seller;
(10) A subordination agreement, under which the current
holder of that certain Deed to Secure Debt dated May
31, 1993 by Xxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxx
Xxxxxxx in favor of Huntcliff, a Georgia general
partnership, agrees to subordinate its lien on the
Third-Party Unit owned by the Aulbachs to any
assessment lien placed on such Unit by the
Association (as hereinafer defined);
(11) An affidavit of non-foreign status and a corporate
resolution and incumbency certificate for each Seller
with regard to the transfer of the Property; and
(12) A closing statement.
C. At Closing, Purchaser shall execute (where appropriate), cause
to be executed and/or deliver the following:
(1) The Purchase Price in cash;
(2) The confirmation of the representations and
warranties of Purchaser and possessory rights in
substantially the form attached hereto as Exhibit P;
(3) The Assignment and Assumption Agreement (in five
counterparts);
(4) An indemnification agreement executed by Purchaser
and Sunrise Assisted Living, Inc. with respect to any
Third-Party Huntcliff Units required to be
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acquired by any of the Sellers or any parent company
or affiliate thereof in substantially the form
attached here to as Exhibit T;
(5) A consent by Purchaser to any future leasing of any
Third-Party units acquired by any of the Sellers or
any parent company or affiliate thereof in
substantially the form attached hereto as Exhibit U;
and
(6) A closing statement.
D. At Closing, Huntcliff Seller shall cause all of the officers
and all but one of the directors of Huntcliff Summit Condominium Associates,
Inc. (the "Association"), to resign and shall cause the remaining director to
execute a consent appointing three individuals to be named by Purchaser as new
directors of the Association, whereupon said remaining director shall submit
his or her resignation as a director of the Association. In the event that
Purchaser shall fail to name the three aforesaid individuals, the said
remaining director may nevertheless submit the aforesaid resignation. Also at
Closing, Purchaser shall cause the Association to execute, for the benefit of
the Sellers, any affiliated or parent company thereof and all directors,
officers, members, employees and agents thereof, an agreement whereby the
Association agrees to indemnify and hold harmless said benefitted parties
against any and all liability, loss, damages, cost or expense, including but
not limited to attorney fees and litigation costs, that any of them may incur
or be threatened with in respect of the Association and its activities.
10. Certain Credits, Charges and Prorations.
A. All general real estate taxes and personal property taxes for
the current year with respect to the Real Properties and the appurtenant
Personal Property shall be prorated through the date of Closing and all general
real estate taxes and personal property taxes for all prior years shall be paid
in full by Seller at or prior to Closing. Any Seller or Xxxxx Land, Inc. may
contest or continue to contest any such taxes, and upon the conclusion thereof
appropriate prorations thereof, if any, shall be made by Purchaser and such
Seller. Seller shall pay, or credit to the Purchase Price at the option of
Purchaser, all special assessments, if any, constituting a lien against any of
the Properties, prorated over the useful life of the respective improvement as
of Closing Date, that pertain in any way to the Real Properties or the Personal
Property. Seller represents and warrants, to the actual knowledge of Seller's
Senior Executives, that it has no knowledge or notice of any pending
assessments, or any threatened public improvements which could result in
additional assessments being levied against the Real Properties or the Personal
Property nor, except as set forth on Exhibit V attached hereto, has Seller
received any notice of reassessment of the Property. Seller shall pay all
accrued and unpaid water, sewer and other utility charges, prorated through the
date of Closing, such payment to be made after Closing when bills are
available. Seller shall also be responsible for paying all accrued vacation,
sick leave, salary and other payments, including the employer portion of
payroll tax and other withholdings, earned by Facility employees to be rehired
by Purchaser, which shall be prorated through the date of Closing and shall
either be paid by Seller directly to the Facility employees or will be credited
to the Purchase Price; provided that no vacation accruals of over eighty (80)
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hours will be accepted by Purchaser. This subparagraph 10.A shall survive
Closing as to all matters of which Purchaser shall notify Sellers not later
than two and one half (2.5) years after the closing date.
B. Purchaser shall pay the cost of recording the Deeds, all costs
of the title company selected by Purchaser to insure title and Purchaser's
attorneys' fees and costs. The cost of all County and State transfer,
recording or similar taxes (including without limitation documentary stamp
taxes), as well as the cost of any releases of Seller Monetary Liens
encumbrances or other title exceptions to be removed prior to Closing, shall be
shared equally by the parties.
11. Income and Expenses.
A. All income and expenses of the Properties shall be prorated on
a daily basis between the Seller and the Purchaser as of midnight of the date
of Closing or such other date as the parties agree in writing (the "Proration
Date"). Such items to be prorated shall include, without limitation:
(1) Rents and income, if any;
(2) Utility charges, if any;
(3) Payments under service agreements, if any;
(4) Periodic charges or fees assessed by any governmental
authority, if any; and
B. Any escrow accounts held by any utility companies shall be
either paid to the Seller or, if assigned to the Purchaser, Seller shall
receive a credit at Closing for any such deposit.
C. The Purchaser shall receive income from the Properties
attributable to the period after the Proration Date and shall be responsible
for all expenses of the Properties attributable to the period after the
Proration Date. The Purchaser shall use its best efforts to assist the Seller
in collecting all accounts receivable, including accounts receivable for rent,
which are attributable to the period up to and including the Proration Date and
which remain outstanding on the date of Closing; however, Purchaser shall not
be obligated to assist in instituting any lawsuit or to terminate any lease or
resident agreement. This subparagraph shall survive Closing. In the event
Seller receives any payment from a resident for rent due for any period after
12:01 am on the date of Closing, Seller shall forward such payment to Sunrise.
In addition, in the event Seller has received any pre-paid rent or any security
deposits from a resident for any period after midnight on the date of Closing,
Seller shall forward such pre-paid rent and or security deposits to Purchaser.
D. The parties agree that a final list of all food inventory
located at Huntcliff and Northshore shall be prepared by Seller as of the date
of Closing.
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E. The parties agree that any amounts which may become due under
this Section 11 shall be paid at Closing as can best be determined. A
post-Closing reconciliation of such pro-rated income and expenses shall be made
by the parties thirty (30) days after Closing, and any additional amounts
determined to be owing shall be promptly forwarded to the respective party in a
lump sum payment. A second determination of any amounts due under this Section
11 shall be made sixty (60) days after Closing and any amounts due at that time
shall be forwarded to the respective party in a lump sum payment. Any
additional amounts which may become due after the second determination shall be
forwarded at the time they are received.
12. Risk of Loss.
A. Risk of loss shall remain with Seller until delivery of the
Deed and Xxxx of Sale at Closing. Seller shall notify Purchaser, within a
reasonable time after the occurrence thereof, of any substantial damage to or
destruction of all or any substantial portion of any of the Real Properties or
any condemnation or taking by eminent domain of any substantial portion of any
of the Real Properties. In the event of any damage to any of the Real
Properties or any condemnation or taking by eminent domain of any of the Real
Properties, Purchaser, provided it proceeds to Closing and there is no
reduction in the Purchase Price agreed to by Seller and Purchaser, shall be
entitled to all condemnation awards or insurance proceeds (less costs of
restoration paid or incurred by Seller) received by Seller on account of such
condemnation, damage or destruction if proceeds are payable after Closing. If
proceeds are paid before Closing, said proceeds (less costs of restoration paid
or incurred by Seller) shall be deducted from the Purchase Price at Closing and
Purchaser shall purchase the Properties subject to said damage or destruction.
Purchaser shall have no right to participate in any proceedings with respect to
condemnation or insurance matters pending prior to Closing; provided, however,
in the event Purchaser shall be entitled to condemnation or insurance proceeds,
the pending condemnation or insurance proceedings shall become the
responsibility of Purchaser from and after Closing. Any proceedings with
respect to condemnation or insurance matters pending at Closing will be
assigned to Purchaser, with liabilities therefor assumed by Purchaser at
Closing. Any such proceedings commenced after Closing will be Purchaser's
responsibility. Purchaser shall have the further right to insure its equitable
interest prior to Closing in the amounts and to the extent it deems necessary.
B. For the purposes of the above Paragraph 12.A, a "substantial
portion" of any of the Real Properties shall be deemed to include any taking or
damage by casualty equal to or greater than twenty percent (20%) of the gross
number of square feet contained in the Building and shall not include any
taking of less than twenty percent (20%) of the Building. If less than a
substantial portion of any of the Real Properties shall be damaged or destroyed
by a casualty or taken in condemnation or under the right of eminent domain
before the Closing Date, then the parties shall proceed to close the
transaction contemplated herein, and any proceeds actually received by the
Seller attributable to any of the Real Properties from such casualty,
condemnation or eminent domain (less costs of restoration paid or incurred by
Seller) and any right the Seller may have to receive proceeds attributable to
any of the Real Properties from such casualty, condemnation or eminent domain
(less costs of restoration paid or incurred by Seller
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with Purchaser's prior approval) shall be delivered or assigned to the
Purchaser at Closing or as soon as available, and there shall be no reduction
in the Purchase Price.
C. The Purchaser shall have the right to terminate this Agreement
within ten (10) days after notice of such damage, destruction or condemnation
of all or any substantial portion of any of the Real Properties as described in
the above Paragraph 12.A. If the Purchaser does not elect to terminate this
Agreement, the Purchaser shall be obligated to consummate this transaction.
13. Representations and Warranties of Seller.
A. Seller hereby represents and warrants to Purchaser as follows:
(1) Seller has full power and authority to execute this
Agreement, to transfer the Real Properties and the
Personal Properties, and to perform the other
obligations of the Seller hereunder.
(2) To the actual knowledge, without investigation, of
Seller's Senior Executives, the execution and
performance of this Agreement does not violate the
terms or conditions of any other agreement to which
Seller is a party that will affect any of the
Properties upon Closing;
(3) All material contracts for services relating to the
Real Properties, the Personal Property, or the
operation of the Buildings, to which Seller is a
party or is bound, which materially impacts the
operations and/or business conducted at the
Properties, have been or will have been furnished to
Purchaser within ten (10) days of the date of this
Agreement and are terminable by Purchaser with not
more than thirty (30) days written notice and are
currently in full force and effect and are assignable
to Purchaser, except as identified in a notice to
Purchaser given by any of Seller's Senior Executives
on Exhibit Q, which will be attached hereto within
ten (10) days of the date of this Agreement;
(4) To the actual knowledge, without investigation, of
Seller's Senior Executives, there are no suits,
actions or proceedings threatened or likely to result
in any material suit, action or proceeding that
burdens the title to any of the Properties,
materially affects any contract that is to be assumed
by Purchaser or materially alters the operations
and/or the business conducted at the Properties to
the Real Properties.
(5) To the actual knowledge, without investigation, of
Seller's Senior Executives, there will be as of
Closing no contingent or other liabilities of the
Seller, whether as maker, obligor, guarantor, surety
or otherwise, which could materially affect the value
of or Purchaser's title to the Real Properties or the
Personal Properties following Closing.
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(6) To the actual knowledge, without investigation, of
Seller's Senior Executives, the Properties are zoned
such that it will permit the operation of an
independent and/or assisted living facility as is
appropriate to the specific Properties.
(7) To the actual knowledge, without investigation, of
Seller's Senior Executives, the Properties are
presently served with County utilities, and Seller
has no knowledge of any proposed or threatened
discontinuation of such service.
(8) To the actual knowledge, without investigation, of
Seller's Senior Executives, and except for substances
used in the operation of the Facilities, during
Sellers' ownership of their respective Properties, no
person or entity has engaged in, nor will Seller
knowingly permit on the Properties, any activity on
the Properties that could lead to the imposition of
liability under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980
("CERCLA") or in any other federal, state or local
law governing hazardous substances, as such laws may
be amended from time to time, on any such person or
entity, or on Seller or Purchaser; provided, however,
that no representation or warranty is made with
respect to the underground storage tank formally
located at Northshore or any matter mentioned in any
environmental assessment report delivered or to be
delivered to Purchaser pursuant to this Agreement
B. Any material breach of any representation or warranty
contained herein which is not cured prior to Closing shall constitute a breach
of this Agreement, entitling Purchaser to exercise the rights and remedies
contained in Paragraph 21 hereof.
14. Representations and Warranties of Purchaser.
A. Purchaser represents and warrants as follows:
(1) To the best of Purchaser's knowledge and belief, the
execution and performance of this Agreement do not
violate the terms or conditions of any other
agreement to which Purchaser is a party.
(2) Purchaser has full power and authority to execute
this Agreement and to purchase the Properties;
B. Any material breach of any representation or warranty
contained herein which is not cured prior to Closing shall constitute a breach
of this Agreement, entitling Seller to exercise the rights and remedies
contained in Paragraph 21 hereof.
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15. Intentionally Left Blank.
16. Costs.
Each party shall pay the costs and expenses of its legal counsel,
accountants and other agents and personnel in respect to all aspects of the
transaction contemplated hereby; provided, however, that Purchaser shall pay
all fees and other charges (KPMG Peat Marwick) relating to audited financial
statements prepared in accordance with U.S. Generally Accepted Accounting
Principles ("U.S. GAAP"). Purchaser does hereby waive and relinquish any right
Purchaser may have to rely upon any warranties or representations or statements
made by anyone to said accountants, or any other person, firm, company or
corporation, in connection with financial statements, both audited and
unaudited. Purchaser and Sunrise Assisted Living, Inc. ("Parent"), being the
parent company of Purchaser, jointly and severally agree, for the benefit of
Sellers, any affiliated or parent company thereof and all directors, officers,
members, employees, and agents thereof, to indemnify and hold harmless said
benefited parties against any and all liability, loss, damage, cost or expense,
including but not limited to attorney fees and litigation costs, that any of
them may incur or be threatened with on account of or in any manner relating to
any such warranty, representation or statement relating to presentation of
financial statements in accordance with U.S. GAAP methodology, and the
provisions of this sentence shall survive Closing and the conveyances
contemplated herein.
17. Brokers.
Seller and Purchaser warrant to each other that there is no real
estate broker or agent acting on behalf of the respective warranting party in
connection with this transaction. Each party warrants and represents to the
other that no such real estate broker or agent has been involved in
negotiations leading to the execution of this Agreement and that no commission
is owed to any such broker or agent as a result of the action of such party.
Each party agrees to hold the other harmless from any loss, cost or charge
(including reasonable attorneys' fees), arising from the assertion by any such
broker or agent that any fee or commission is owed because of the acts or
agreement of such party. This paragraph shall survive Closing or the
termination of this Agreement.
18. Notices.
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given only if
delivered by hand or sent by recognized overnight or next business day courier
service:
If to Seller:
c/x Xxxxx Properties, Inc.
Xxxxx 000
0000-X Xxxxxxxxx-Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
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Attn: Xx. Xxxxxx X. Xxxxxx, House Counsel
Telephone: 770/000-0000
Telecopier: 770/551-3462
and
Attn: Ms. Xxxxxx X. X. Xxxxxx, Chief Financial Officer
Telephone: 770/000-0000
Telecopier: 770/551-3459
with a copy to:
Xxxxxxxxxx, Xxxxxx & Xxxxxxx
Suite 2300 First Union Plaza
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xx. X. Xxxxxx Xxxxx, III
Telephone: 404/000-0000
Telecopier: 404/853-8806
If to Purchaser:
Sunrise Development, Inc.
0000 Xxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxx Xxxxxx
Telephone: 703/000-0000
Telecopier: 703/273-7501
With a copy to:
Xxxxxx & Bird
One Atlantic Center
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxx
Telephone: 404/000-0000
Telecopier:404/881-7777
or to such other person or place as notice of the name and address of which
shall have been furnished in writing to each of the other parties hereto. All
notices shall be deemed to have been timely given when hand-delivered to the
addressee prior to the close of business, or deposited with a recognized
overnight or next business day courier service, on or before the date on which
such notice is required or permitted to be given.
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19. Further Assurance.
Each of the parties hereto will, after Closing, without any cost or
expense to the performing party, execute and deliver, or cause to be executed
and delivered, to such other party such further instruments of transfer and
conveyance as may reasonably be requested to more effectively consummate the
transfers and conveyances contemplated by this Agreement.
20. Assignment.
This Agreement may not be assigned, in whole or in part, by any of
the parties hereto without the written consent of all other parties, provided
that Purchaser may assign its rights and obligations to any entity owned or
controlled by Sunrise Assisted Living, Inc., and such entity, upon assuming all
obligations of Purchaser under this Agreement, shall be a permitted assignee
hereunder. In the event of an assignment, the assignee shall then become a
party to and be bound by this Agreement, with all rights, privileges and
protections afforded hereunder. No such assignment shall relieve Purchaser of
its obligations under this Agreement. There shall be no third party
beneficiary of this Agreement, except as expressly set forth in this Agreement.
21. Remedies Upon Default.
A. If Seller materially defaults on any of its obligations
hereunder, or if the conditions precedent to the Purchaser's obligations as
provided in this Agreement have not been met or have not occurred, the
Purchaser may, as its sole remedy hereunder, by serving notice in writing upon
the Seller in the manner provided in this Agreement, either:
(1) Terminate this Agreement and declare it null and void
and receive a refund of the Deposit, together with
all interest earned thereon; or
(2) Seek specific performance against the Seller; or
(3) Bring suit for all damages, but only with respect to
Seller's obligation indemnify Purchaser for breach of
the Representations and Warranties of Seller set
forth in Paragraph 13.A (1), (2), (4), and (5) and
obligations to indemnify Purchaser as set forth in
Paragraphs 2 and 10.A provided that Purchaser has
acquired properties, suffered by Purchaser due to any
material misrepresentation of Seller under the terms
of this Agreement, and recover all of Purchaser's
costs and expenses, including reasonable attorneys'
fees incurred as a direct result of such
misrepresentation; or
(4) Waive any such conditions or defaults and consummate
the transaction contemplated by this Agreement in the
same manner as if there had been no conditions or
defaults and without any reduction in the Purchase
Price and without any further claim against the
Seller therefor; or
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(5) If the default is the failure of Seller to pay off a
Seller Monetary Lien on the Property, Purchaser may
pay off such lien at Closing and deduct the pay off
amount from the Purchase Price.
Except as set forth above, Purchaser dose hereby waive any and
all rights that Purchaser may have to xxx Xxxxxxx or any of them for damages
for any reason whatsoever under or by virtue of this Agreement.
B. If the Purchaser shall default (except with respect to any
obligation of Purchaser to indemnify and hold harmless Seller and others ) in
the performance of any of its obligations hereunder, the Seller may, as its
sole remedy hereunder, by serving notice in writing upon the Purchaser in the
manner provided in this Agreement, receive the Deposit and all interest thereon
as its complete liquidated damages and sole remedy and not as a penalty or
forfeiture (actual damages being difficult or impossible to measure) and
neither party shall have any further claim against the other. Said liquidated
damages are the parties' best estimate of such damages. Seller's receipt of
the Deposit is intended not as a penalty but as full liquidated damages
pursuant to Official Code of Ga. Xxx. Section 13-6-7.
C. In no event shall Escrow Agent disburse all or any part of the
Deposit or any interest thereon except upon the joint written instructions of
Seller and Purchaser.
22. Confidentiality.
No press release or public dissemination of the transaction
contemplated herein shall be made before the Closing has occurred, unless upon
the prior written agreement of the parties hereto; provided, however that
Purchaser or Seller may disclose this transaction if and to the extent
necessary to comply with securities laws. Purchaser shall provide Seller with
a copy of any press release to be issued by Purchaser as required under the
securities laws, as soon as reasonably possible prior to such release. Either
party may issue press releases or public dissemination of the transaction upon
the completion of the Closing, without the consent of the other. Until
Closing, Purchaser shall maintain the confidentiality of all information (the
"Information") obtained from the Sellers, their managing agents, past or
present employees and representatives with respect to the Properties and the
ownership, operation and management thereof, shall not directly or indirectly
disclose any of the Information or permit the disclosure of any of the
Information to any person or entity except professional advisers who have
agreed to maintain such confidentiality, and shall not use the Information for
any purpose other than evaluating the purchase and sale contemplated by this
Agreement. Nothing contained herein shall prevent Purchaser's producing the
Information pursuant to any court order or subpoena that Purchaser, on advice
of counsel, believes to be bona fide, and in such event Purchaser shall give
the Sellers immediate written notice of receipt of such order or subpoena,
detailing the specific Information sought and for whom it is to be produced, so
that Sellers (or any of them) and/or Xxxxx Properties, Inc. (which is agreed to
be an express third party beneficiary of this Paragraph) may seek a protective
order or other appropriate remedy. Purchaser shall produce only that portion
of the Information that Purchaser is advised by counsel that it is required to
disclose and will exercise its best efforts to obtain reliable assurances that
confidential treatment will be
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accorded to any Information so released. All of the Information is proprietary
to Sellers and Xxxxx Properties, Inc.
23. Indemnification of Escrow Agent.
Seller and Purchaser each hereby indemnify and hold harmless Escrow
Agent from and against one half of any and all cost or expense arising in its
connection with their acting in its capacity as Escrow Agent. A copy of the
Escrow Agreement is attached hereto as Exhibit R.
24. Advice of Counsel and Construction.
All parties to this Agreement have been represented by counsel or have
had the opportunity to be so represented. Accordingly, the rule of
construction of contract language against the drafting party is hereby waived
by both parties.
25. Miscellaneous.
A. Entire Agreement. This Agreement constitutes the entire
agreement between the parties, and all prior oral discussions or agreements are
merged herein.
B. Survival. Except as specifically provided in this Agreement,
the provisions of this Agreement shall not survive Closing or conveyance of the
Real Properties and the Personal Property and any other instruments of
conveyance.
C. Singular and Plural Genders. The singular shall be
substituted for the plural, and vice versa, and any gender or the neuter for
any other gender, as appropriate.
D. Headings. The headings of the paragraphs of this Agreement
are inserted for convenience only, and shall not constitute a part of or limit
the content of any paragraph.
E. Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective estates,
heirs, executors, representatives, successors and assigns, subject to the
provisions of Paragraph 20.
F. Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Georgia.
G. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
H. Exhibits. The exhibits attached to this Agreement are
incorporated in this Agreement as though fully set forth herein.
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I. Waivers and Amendments. No purported waiver or amendment of
any provision of this Agreement shall be valid unless in writing signed by the
person against whom such waiver is sought to be enforced. No delay or omission
in the exercise of any right or remedy accruing to Seller or Purchaser upon any
breach under this Agreement shall impair such right or remedy or be construed
as a waiver of any such breach theretofore or thereafter occurring. The waiver
by Seller or Purchaser of any breach of any term, covenant or condition herein
stated shall not be deemed to be a waiver of any other breach or of a
subsequent breach of the same or any other term, covenant or condition herein
contained. Each party hereto reserves the right to waive, in whole or in part,
any provision hereof that is for the benefit of such party.
J. Time of Essence. Time is of the essence of each and every
provision of this Agreement.
K. Calculation of Time. If any time period under this Agreement
ends on a day other than a Business Day, then such time period shall be
extended until the next Business Day. The term "Business Day" (or, in the
plural, "Business Days") shall mean Monday through Friday excluding holidays
recognized by the State of Georgia or the Commonwealth of Virginia.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date and year first above written for the uses and
purposes herein contained.
SELLER:
Xxxxx Huntcliff, L.L.C.
By: /s/ XXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
Xxxxx Northshore, Inc.
By: /s/ XXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
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Xxxxx Xxxxxx Augusta, Inc.
By: /s/ XXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
Xxxxx Xxxxxx Columbus, Inc.
By: /s/ XXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
Xxxxx Greenville, Inc.
By: /s/ XXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
Xxxxx Land, Inc.
By: /s/ XXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
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PURCHASER:
Sunrise Development, Inc.,
a Virginia corporation
By: /s/ XXXXXX X. XXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------
Title: President
-----------------------------
Sunrise Assisted Living, Inc.
a Delaware corporation
By: /s/ XXXXX X. XXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------
Title: Executive Vice President
-----------------------------
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