Exhibit 10.3
Joint Venture Agreement
JOINT VENTURE AGREEMENT
(For Joint Ventures With
Affiliated Programs)
THIS AGREEMENT made this day of , 19 , by and between CNL
________________, hereinafter sometimes referred to as "Co-Venturer", and CNL
HEALTH CARE PROPERTIES, INC., a Maryland corporation, hereinafter sometimes
referred to as "CNL"; both Co-Venturer and CNL, being hereinafter sometimes
referred to as "Partner", are undertaking this joint venture (the "Joint
Venture" or the "Venture") with reference to the following:
A. The Joint Venture will acquire that certain real property (the "Real
Property") located in , County, , described on Exhibit "A" attached hereto and
incorporated herein by reference. The Real Property shall be acquired in
accordance with the terms and conditions of that certain Real Estate Sale and
Leaseback Contract (the "Leaseback Contract") attached hereto as Exhibit "B".
B. Co-Venturer and CNL believe that the Real Property can be profitably
owned, held, leased, used, sold and otherwise dealt with and that it would be to
the mutual advantage of the Partners to form the Joint Venture for such
purposes.
C. It is further intended by the Partners hereto that the Joint Venture
created by this Agreement shall constitute for federal income tax purposes a
Partnership (as such term is defined under Sub-Chapter K of the Internal Revenue
Code of 1986, as amended).
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements hereinafter contained, the Partners do hereby agree and
covenant with each other as follows:
ARTICLE I
BASIC STRUCTURE
1.1 Form. The Partners hereby agree to associate themselves together as
a Partnership and do hereby form a Partnership pursuant to the provisions of the
Revised Uniform Partnership Act of the State of Florida upon the terms and
conditions herein set forth.
1.2 Name. The business of the Joint Venture shall be conducted under the
name of
.
1.3 Place of Business. The principal office and place of business of
the Venture shall be located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000.
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1.4 Term. The Venture shall commence on the execution of this Agreement
and shall continue for twenty (20) years and thereafter from year to year unless
either Partner shall elect to terminate the Venture by six (6) months prior
written notice to the other Partner, unless earlier terminated in the following
manner:
(a) By the completion of the Venture's purposes, or
(b) Pursuant to this Agreement, or
(c) By applicable law.
1.5 Purpose. The purpose for which the Venture is organized is to own
the Real Property and to lease the same to pursuant to the Lease attached to the
Leaseback Contract, or in the event of termination thereof, to lease the Real
Property to any other appropriate tenant and to otherwise manage, improve,
repair, rent, lease, assign, mortgage, hypothecate, sell or otherwise deal with
the Real Property, its appurtenances, improvements and fixtures.
1.6 Investment Representations of Partners. Each Partner represents and
warrants that it is acquiring its interest in this Venture for its own account,
for investment and not with a view to the sale, disposition or distribution
thereof. The interests of the Partners represented by this Agreement have not
been registered or qualified under the Securities Act of 1933, as amended, and
may not be sold, assigned, pledged or transferred where permitted by this
Agreement, without an effective registration under said Act, or delivery to the
other Partner of an opinion of counsel acceptable to the other Partner and the
Joint Venture that an exemption from registration under said Act is available.
ARTICLE II
FINANCIAL ARRANGEMENTS
2.1 Capital Contributions. Each of the Partners has contributed capital
(the "Capital Contribution") to the Joint Venture as follows:
Co-Venturer
CNL
2.2 Percentage Interests. Each Partner's undivided percentage interest
in the Venture (individually, "Percentage Interest" and jointly "Percentage
Interests") shall be equal to the ratio that its Capital Contribution bears to
the aggregate Capital Contributions of all Partners in the Joint Venture.
2.3 Capital Accounts. As used herein, the term "Capital Account" shall mean
the book account which shall be maintained and determined for each Partner in a
manner which
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complies with Treasury Regulation Section 1.704-1(b)(2)(iv), as amended. Each
Partner's Capital Account shall reflect, among other items, (i) all
contributions made by such Partner to the Joint Venture, (ii) all allocations of
Joint Venture profits and losses to such Partner, and (iii) all distributions
made to such Partner. No Partner shall have the right to withdraw capital from
the Joint Venture without the prior written consent of the other Partners.
2.4 Allocation of Profits, Losses and Distributions.
(a) Net Operating Profits and Losses. The net operating
profits and losses of the Joint Venture shall be determined as of the end of
each fiscal year and shall be allocated to Co-Venturer and CNL in accordance
with their respective Percentage Interests. The "net operating profits and
losses" of the Joint Venture to be allocated pursuant to this Article 2.4(a) for
any fiscal year or other period shall mean (i) the gross operating income of the
Joint Venture from all sources, excluding all gains and losses recognized by the
Joint Venture with respect to a sale, exchange or other disposition of all or a
substantial part of the Joint Venture's property, as calculated for federal
income tax purposes, plus (ii) any income of the Joint Venture that is exempt
from federal income tax and not otherwise taken into account in computing gross
income for federal income tax purposes, and reduced by (a) all items of expense
or deduction that are allowable as deductions to the Joint Venture for such
period for federal income tax purposes, including, without limitation,
depreciation and amortization, (b) any expenditures of the Joint Venture
described in Section 705(a)(2)(B) of the Internal Revenue Code of 1986, as
amended, or treated as expenditures described in such section pursuant to
Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into
account in computing taxable income, and (c) any income, gain or loss specially
allocated to any Partner under Articles 2.4(d) or (e) below.
(b) Non-operating Profits. Subject to Articles 2.4(d) and (e),
taxable gain recognized by the Joint Venture with respect to a sale, exchange or
other disposition of all or a substantial part of the Joint Venture's property
(as determined for federal income tax purposes in accordance with the Joint
Venture's accounting method and Section 703 of the Internal Revenue Code of
1986, as amended) shall be allocated as follows:
(i) First to the Partners having negative balances in
their Capital Accounts, in the proportion that the negative balance in
each such Partner's Capital Account bears to the aggregate negative
balances in the Capital Accounts of all such Partners, until the
balances in their Capital Accounts are increased to zero; and
(ii) The balance, if any, shall be allocated to
Co-Venturer and CNL in accordance with their respective Percentage
Interests.
(c) Non-operating Losses. Subject to Articles 2.4(d) and (e),
taxable loss recognized by the Joint Venture with respect to a sale, exchange or
other disposition of all or a substantial part of the Joint Venture's property
(as determined for federal income tax purposes in accordance with the Joint
Venture's accounting method and Section 703 of the Internal Revenue Code of
1986, as amended) shall be allocated as follows:
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(i) First to the Partners with positive balances in
their Capital Accounts, in the proportion that the positive
balance in each such Partner's Capital Account bears to the
aggregate positive balances in the Capital Accounts of all
such Partners, until the balances in their Capital Accounts
are reduced to zero; and
(ii) The balance, if any, shall be allocated to
Co-Venturer and CNL in accordance with their respective
Percentage Interest.
(d) General Provisions. Whenever a proportionate part of the
Joint Venture profits, gains or losses is credited or charged to a Partner's
Capital Account, every item of income, gain, loss, deduction or credit entering
into the computation of such profit, gain or loss, as applicable to the period
during which such profit, gain or loss is realized, shall be considered credited
or charged, as the case may be, to such account in the same proportion. For
purposes of allocating gains or losses arising from a sale, exchange or other
disposition of all or a substantial part of the Joint Venture's property, the
Capital Accounts of the Partners shall be determined as if the Joint Venture's
taxable year had ended immediately prior to the sale or other disposition giving
rise to such gains or losses. Notwithstanding anything contained in this
Agreement to the contrary, income, gain, loss and deduction with respect to
property contributed to the Joint Venture by any partner shall be shared between
the Partners so as to take into account the variation between the basis of such
property and its fair market value at the time of contribution in accordance
with Section 704(c) of the Internal Revenue Code of 1986, as amended. As between
a Partner and its transferee, net operating profits and losses for any fiscal
year (or portion thereof, as the case may be), shall be apportioned between the
transferor and transferee in accordance with the ratio that the number of days
in the Joint Venture's fiscal year prior to the effective date of transfer bears
to the number of such days thereafter (including the effective date of
transfer).
(e) Depreciation Recapture. Any depreciation recapture under
Sections 1245 or 1250 of the Internal Revenue Code of 1986, as amended, shall be
allocated to the Partners in the proportions in which the original depreciation
deductions being recaptured were allocated to them.
(f) Distributions of Net Cash Flow. "Net Cash Flow" shall mean
all cash receipts of the Joint Venture (other than Capital Contributions and
proceeds from a sale, exchange or other disposition of all or a substantial part
of the Joint Venture's property in connection with, or which results in, the
liquidation of the Joint Venture pursuant to Article VI below), plus any amounts
which the Partners, in their sole discretion, agree shall be released from
reserves or otherwise made available for distribution, and less all expenses and
current obligations of the Joint Venture (including payments of principal and
interest on any loans, including loans from Partners) and amounts which the
Partners, in their sole discretion, agree shall be added to Joint Venture
reserves. Subject to Article 2.4(g) below, distributions of Net Cash Flow shall
be made from time to time in the discretion of the Partners, but at least
monthly, to CNL and Co-Venturer in accordance with their respective Percentage
Interests.
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(g) Limitations on Cash Distributions. Any distributions of
Net Cash Flow shall be subject to the following limitations, restrictions and
conditions:
(i) At the time of any distribution the Joint Venture
must have available to it cash funds sufficient for such
distribution after taking into account the amounts which the
Partners agree should be set aside to provide a reasonable
reserve for expenses of conducting the business of the Joint
Venture; and
(ii) No distribution shall be made by the Joint
Venture if, immediately after such distribution, the Joint
Venture's assets do not exceed all of its liabilities,
exclusive of liabilities to the Partners on account of their
Capital Contributions.
ARTICLE III
MANAGEMENT AND DUTIES OF PARTNERS
3.1 Rights, Power and Restrictions of Payments. Except as expressly
provided to the contrary in this Article 3.1, no Partner, without the consent of
all the other Partners, shall:
(a) Do any act which would make it impossible to carry on the ordinary
business of the Venture;
(b) Confess judgment against the Venture;
(c) Possess Venture property, or assign its interest or rights
in specific Venture property, for other than a Venture purpose;
(d) Borrow any funds or incur any liability on behalf of the Venture;
(e) Encumber any Venture property, including, without limitation, the Real
Property;
(f) Sell or lease any Venture property; and
(g) Lend any money on behalf of the Venture.
3.2 Day to Day Management. Because the Real Property will be net
leased, it is not anticipated that substantial management responsibilities on
the part of the Venture will exist. However, the Partners agree that CNL,
through its designee, CNL Health Care Advisors, Inc., 000 Xxxx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000, shall receive the monthly rental payments from the
tenant and place such payments into a new bank account established in the name
of the Joint Venture. From such account, distributions shall be made pursuant to
Article 2.4(f) hereof. No fees or other charges shall be made by CNL for these
administrative duties except actual out-of-pocket costs for establishing the
bank account and acquisition of checks therefor, service charges and other
charges of like nature.
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In addition, CNL shall be responsible for maintaining landlord/tenant
relationships with tenant and for monitoring gross revenues of the tenant and
such other analysis as shall be necessary to determine whether additional rental
is due from tenant, and for performing or supervising all functions incident to
the day-to-day management of the Real Property.
No charges shall be made by CNL for such services rendered to the Joint
Venture. However, the Joint Venture shall reimburse CNL for its actual
out-of-pocket costs incurred which relate to the management of the Real
Property, and such costs shall be a Venture expense.
3.3 Joint Venture Real Property. The Real Property of the Joint Venture
shall be held in the name of the Joint Venture for the sole exclusive benefit of
the Joint Venture. Any and all leases and amendments thereto, sales tax
application forms, tangible personal property tax returns, Joint Venture income
tax returns or other documents requiring the signature of the Joint Venture
shall be signed by CNL on behalf of the Joint Venture. Additionally, any deed or
other document required to be signed by the Joint Venture with respect to the
sale, lease or mortgaging of the property (only as permitted hereunder) may be
executed in the name of the Joint Venture by CNL, acting by itself and without
the joinder of Co-Venturer or, alternatively, by all Partners.
ARTICLE IV
ACCOUNTING; BANK ACCOUNTS
4.1 Books and Records. At all times during the term hereof, the Venture
shall maintain, at a place mutually agreed by the Partners, accurate books and
records of account in which shall be entered all matters relating to the
Venture, including all income, expenditures, assets and liabilities thereof.
Such books of account shall be maintained on the accrual basis (unless otherwise
agreed by the Partners) and shall be adequate to provide either Partner with all
financial information as may be needed by any Partner or any affiliate of such
Partner for the purpose of satisfying the financial reporting obligations of
such Partner or its respective affiliate or affiliates.
Each Partner shall be entitled to any additional information necessary
for the Partner to adjust his financial basis statement to a tax basis as the
Partner's individual needs may dictate.
Each Partner, its authorized representatives, and any supervisory or
regulatory authority (through its appropriate representatives) shall have the
right to inspect, examine and copy the books, records, files and other documents
of the Venture at all reasonable times at the expense of the party requiring
such information.
4.2 Fiscal Year. The fiscal year of the Venture shall end on December 31 of
each year.
4.3 Bank Accounts. Funds of the Venture shall be deposited in an
account in the name of the Venture in a bank approved by the Partners. Subject
to the provisions of Article 3.2, withdrawals from such bank account shall be
made upon the signature of any of the persons designated by the Joint Venture
upon the opening of the account.
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4.4 Tax Returns. Tax returns of the Venture shall be prepared by the
certified public accounting firm selected and approved by the Partners. Copies
of tax returns of the Venture shall be furnished for review and approval by each
of the Partners at least thirty (30) days prior to the statutory date for
filing, including extensions thereof, if any. Prompt notice shall be given to
all Partners upon receipt of advice that the Internal Revenue Service intends to
examine the Venture income tax return for any year.
ARTICLE V
VOLUNTARY WITHDRAWAL, ASSIGNMENT OR SALE OF
PARTNERSHIP INTERESTS
5.1 Right to Withdraw. Except as otherwise provided in Articles 5.2 and
5.3 hereof, either Partner shall have the limited right to withdraw from the
Joint Venture and sell its interest in the Venture to the remaining Partner only
upon such terms and conditions as may be agreed upon in writing by the Partners.
5.2 Bona Fide Third Party Offer. In the event one Partner desires to
withdraw from the Venture but no agreement can be reached between the Partners
as to the terms and conditions of sale for such Partner's interest within ten
(10) days from such time as the Partner desiring to withdraw from the Venture
notifies in writing the remaining Partner of its desire to withdraw and sell its
interest in the Venture, then the Partner desiring to withdraw from the Venture
shall be entitled to solicit and obtain a bona fide offer from an unrelated
third party to purchase its entire interest in the Venture. In such event, the
following provisions shall apply:
(a) If the Partner desiring to withdraw has obtained a bona
fide offer to purchase its interest in the Venture from an unrelated third
party, and if it desires to accept such offer, then that Partner shall cause
such offer to be reduced to writing and delivered to the remaining Partner.
(b) The remaining Partner then, within sixty (60) days after
delivery of such bona fide offer to the remaining Partner, may elect to purchase
the Venture interest of the Partner desiring to withdraw from the Venture at the
price and on the terms set forth in such offer. In the event the remaining
Partner shall fail to timely exercise its option described in the immediately
preceding sentence, then the Partner desiring to dispose of its interest in the
Venture may transfer its interest to the person or persons who made the bona
fide third party offer, provided that such sale is made strictly in accordance
with the terms set forth in such offer and the person or persons or entity so
acquiring such interest shall hold such interest subject to all the terms and
conditions of this Agreement.
(c) In the event of a sale of a Partner's Venture interest to
a third party in accordance with this Article V, a duly executed and
acknowledged instrument of assignment shall be filed with the Joint Venture.
Further, the selling Partner and assignee shall execute and acknowledge such
other instrument or instruments as the other Partner shall deem reasonably
necessary or desirable to effectuate such sale and the admission of the assignee
of the interest to
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the Joint Venture, including the written acceptance and adoption by the assignee
of all of the terms and conditions of this Agreement as the same may have been
theretofore amended. Further, such assignee shall pay to the Joint Venture all
reasonable expenses incurred by the Venture and the other Partner in connection
with such assignment and substitution. Finally, in the event of such a sale and
substitution, the selling Partner shall pay to the Joint Venture any and all
sums owed by it to the Joint Venture.
(d) If for any reason the sale of a Partner's entire interest
in the Venture which is the subject of a bona fide third party offer is not
concluded by the Partner desiring to withdraw from the Venture and the third
party on or before the closing date which is set forth in the original bona fide
third party offer, then the provisions contained in this Article V shall be
reimposed in their entirety, and such bona fide third party offer, as well as
any other offer(s) for such Partner's entire interest in the Venture, must again
be submitted to the remaining Partner pursuant to the terms hereof.
(e) For the purpose of this Article V, a bona fide third party
offer shall not include any offer which is assignable by the prospective
purchaser.
5.3 Buy-Sell Agreement. In the event that one Partner desires to sell
the Real Property and the other Partner does not desire to sell the Real
Property, then in that event either Partner (sometimes hereinafter referred to
as the "Offering Partner") may deliver a written notice (the "Notification") to
the other Partner (sometimes hereinafter referred to as the "Non-Offering
Partner"). The Notification shall state that the Offering Partner intends to
purchase the entire Joint Venture interest of the Non-Offering Partner, the
purchase price (which shall be stated in terms of a specific dollar amount per
each one percent (1%) in Percentage Interest) which the Offering Partner will
pay for such Joint Venture interest, the terms of payment, whether for cash or
credit, and if on credit, the term, dates of payment, interest rate and security
or collateral arrangements, as well as any and all other consideration being
received or paid in connection with the proposed transaction, and any and all
other terms, conditions, and details of such offer. The Notification shall also
state that the Non-Offering Partner shall have ninety (90) days from the date of
delivery of the Notification either to sell its entire Joint Venture interest to
the Offering Partner, or to purchase the entire Joint Venture interest of the
Offering Partner, with such purchase or sale to be consummated strictly upon the
terms and conditions, and for the price per Percentage Interest, set forth in
the Notification.
5.4 No Assignment, Pledge or Encumbrance. Except as otherwise provided
in Sections 5.1, 5.2 and 5.3, no Partner shall have the right to sell, assign,
pledge, encumber or otherwise hypothecate its interest in this Joint Venture
without the prior written consent of the remaining Partner. In the event any
person or entity shall obtain a lien, charging order or similar right as a
creditor against any Partner's Venture interest, the person or entity obtaining
such status shall be in the status of a prospective purchaser of such Partner's
interest but with no right to be admitted to the Venture as a joint venturer or
Partner. In the event the Partner against whom such lien, charging order or
similar right exists shall fail to discharge (by bond, full payment or
otherwise) such lien, charging order or similar right within sixty (60) days
subsequent to its
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effective date and such Partner's knowledge thereof, the remaining Partner shall
be entitled to purchase such other Partner's Venture interest for a sum equal to
the amount of the lien, charging order or similar right. Payment of such sum to
the creditor by the remaining Partner and discharge of such lien, charging order
or similar right shall simultaneously cause a termination in full of the Venture
interest of the Partner against whom such lien, charging order or similar right
as a creditor existed.
5.5 No Partition. Each of the Partners does hereby waive any and all
rights that it may have to maintain any action for partition with respect to any
Joint Venture property or to compel any sale thereof, it being understood that
this Article 5.5 shall not act to limit the right of any Partner to sell or
convey its interest in accordance with the terms and conditions of this
Agreement.
ARTICLE VI
DISSOLUTION
6.1 Events. The Joint Venture shall be dissolved upon the occurrence of
any of the following events:
(a) The expiration of the term of the Joint Venture as set forth herein.
(b) Upon mutual written agreement of the Partners.
(c) Except as otherwise provided in this Agreement, the
adjudication of bankruptcy, insolvency or cessation of the existence as a legal
entity of any of the Partners.
(d) Issuance of a final order by a court of competent
jurisdiction ordering the dissolution of the Joint Venture after time for all
rights of appeal have elapsed or have been finally concluded upholding the
dissolution order.
(e) Sale, exchange or other disposition of all, or any
substantial part, of the Joint Venture's property.
6.2 Liquidation. Upon the dissolution of the Joint Venture, the
Partners shall cause the Joint Venture's affairs to be wound up, its receivables
collected and its assets liquidated within a reasonable period of time, a final
accounting made and the books of the Joint Venture closed, with the proceeds,
after expenses of such liquidation, to be distributed as follows:
(a) First, to the satisfaction of all debts and obligations of the Joint
Venture, other than debts and obligations to Partners;
(b) Next, to the payment of amounts owed the Partners for loans;
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(c) Next, to the setting up of any reserves which are
reasonably necessary to satisfy any contingent or unforeseen liabilities or
obligations of the Joint Venture; and
(d) After allocations of all profits, gains and losses
(including both net operating profits and losses and gains and losses arising
from the sale, exchange, or other disposition of all or any substantial part of
the Joint Venture's property) have been made pursuant to Section 2.4 hereof, any
proceeds then remaining shall be distributed to the Partners to the extent of,
and in proportion to, their respective positive Capital Account balances.
ARTICLE VII
INDEMNIFICATION
Each Partner shall indemnify and hold harmless the other Partner
against any and all claims, demands, losses, damages, liabilities, lawsuits or
other proceedings, judgments or awards, costs and expenses (including but not
limited to reasonable attorneys' fees) arising directly or indirectly by reason
of such indemnifying Partner's breach of this Agreement or acting outside the
scope of its authority hereunder.
ARTICLE VIII
GENERAL PROVISIONS; MISCELLANEOUS
8.1 Separate Businesses. Partners may engage in any other business,
investment or profession, including the investment and the ownership, financing,
development, operation and management of real property, and neither the Joint
Venture nor any other Partner shall have any rights in and to any said business,
profession or investment or the income or the profits derived therefrom by
reason of this Agreement.
8.2 Scope of Authority. Neither of the Partners shall, without the
approval of the other Partner, take any action on behalf of or in the name of
the Venture, or enter into any commitment or obligation binding upon the
Venture, except for actions expressly provided for in this Agreement or actions
authorized by the other Partner in the manner set forth herein.
8.3 Arbitration. No civil action concerning any dispute arising under
this Agreement shall be instituted before any court and all such disputes shall
be submitted to final and binding arbitration under the auspices of the American
Arbitration Association. Such arbitration shall be conducted in accordance with
the rules of such association before a single arbitrator. The Partners agree
that the interests of the Joint Venture cannot be readily sold in the open
market, and for that reason, among others, the Partners will be irreparably
damaged in the event that this Agreement is not specifically enforced.
Therefore, in addition to any award of damages, any such award shall, if the
Partner entitled to the same demands it, grant specific performance of this
Agreement. All costs and expenses of the arbitration, including actual
attorney's fees, shall be allocated among the Partners according to the
arbitrator's discretion. The arbitrator's award resulting from such arbitration
may be confirmed and entered as a final judgment in any court of competent
jurisdiction and enforced accordingly. Further, the Partners hereto expressly
agree
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that proceeding to arbitration and obtaining an award thereunder shall be a
condition precedent to the bringing or maintaining of any action in any court
with respect to any dispute arising under this Agreement, except for the
institution of a civil action to maintain the status quo during the pendency of
any arbitration proceeding.
8.4 Venture Acts. In no event shall this Agreement grant unto any
Partner the authority to act on behalf of the other Partners with respect to
matters not directly related to the purpose of the Venture as set forth herein.
This Agreement shall not grant unto any Partner any interest, claim or liability
whatsoever with respect to any other assets or liabilities of the other
Partners.
8.5 Representative of each Partner. CNL is a Florida limited
partnership. Co-Venturer is a Florida limited partnership. The general
partner(s) of each Partner shall designate to the other, in writing, a single
individual or entity to speak on its behalf with respect to all Joint Venture
matters. In no event shall any individual limited partner or general partner not
so designated be entitled to make any independent demands of the Joint Venture
whatsoever.
8.6 Notices. All written notices or demands of any kind which any
Partner may be required or may desire to serve on the other in connection with
this Agreement may be served by personal service or by registered or certified
mail and shall be deposited in the United States Mail with postage thereon fully
prepaid, registered or certified, and addressed to the Partners so to be served
as follows:
If the Partner to be served is CNL, address CNL at:
CNL HEALTH CARE PROPERTIES, INC.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Xx.
If the Partner to be served is Co-Venturer, address Co-Venturer at:
CNL ______________________
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Xx.
Service of any such notice or demand so made by mail shall be deemed
complete on the day of actual delivery as shown by the addressee's registry or
certification receipt or at the expiration of the third day after the date of
mailing, whichever is earlier in time. Either Partner hereto may from time to
time, by notice in writing served on the other as herein set forth, designate a
different mailing address or a different person to which all such notices or
demands are thereafter to be addressed.
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8.7 Entire Agreement. This Agreement is the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior oral or written agreements between them with respect hereto. This
Agreement may not be altered or amended except by written agreement duly
executed by all Partners of the Joint Venture.
8.8 Successors and Assigns. The provisions of this Agreement shall,
subject to the terms and conditions hereof, be binding upon and inure to the
benefit of the successors and assigns of each of the Partners.
8.9 Governing Law. This Agreement and the Joint Venture shall be
governed by and construed in accordance with the laws of the State of Florida.
8.10 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and such counterparts
shall together constitute one and the same agreement, binding upon each of the
Partners hereto, notwithstanding each of the Partners are not signatory to the
original or the same counterpart.
8.11 Paragraph Titles. Titles of the paragraphs and sub-paragraphs are
placed herein for convenient reference only and shall not to any extent have the
effect of modifying, amending or changing the express terms and provisions of
this Agreement.
8.12 Severability. In the event any of the parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall nevertheless
be binding with the same effect as though the void parts were deleted.
8.13 Effective Date. This Agreement shall be effective upon execution by
both of the Partners.
8.14 Waivers. No waiver of any provision of or obligation under this
Agreement shall be valid unless in writing and signed by the Partner to be
bound.
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IN WITNESS WHEREOF, the Partners hereto have executed this Agreement as
of the day and year first above written.
Signed, Sealed and Delivered
in the presence of: "LANDLORD"
__________________, a Florida joint
venture and general partnership
BY: CNL HEALTH CARE PROPERTIES,
INC., a Maryland corporation, as general
partner
By:
------------------------------------ ------------------------------
Name: Xxxxxx X. Xxxxxx, as President
-------------------------------
------------------------------------
Name:
-------------------------------
BY: CNL _________________________, a
______________________, as general
partner
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