ADDENDUM TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Exhibit 2.2
ADDENDUM TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
This ADDENDUM TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Addendum”) is made as of the 26th day of September 2012, among XXXX X. XXXXXXXXXX (“Xxxxxxxxxx”) AND XXXXXXX XXXXXX (“Xxxxxx”) and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company (“Buyer”) for the purpose of modifying the agreement of Montgomery, Morton, and Buyer with respect to the “Membership Interest Purchase Agreement” executed by Buyer and by Xxxxxxxxxx and Xxxxxx as “Seller” on behalf of LJL Properties, LLC as of September 25, 2012 (the “Agreement”). Buyer, Xxxxxxxxxx and Xxxxxx are herein referenced collectively, as the “Parties”.
W I T N E S S E T H:
WHEREAS, Xxxxxxxxxx and Seller are parties to that certain Membership Interest Purchase Agreement, dated September 25, 2012 wherein Buyer agreed to purchase all of the Membership Interests of LJL Properties, LLC from Xxxxxxxxxx and Xxxxxx;
WHEREAS, the Parties desire to memorialize an additional contingency for closing on the Membership Interest Purchase Agreement transaction; and
WHEREAS, the Parties acknowledge Xxxxxx’x limited role in the activities and business of LJL Properties, LLC and, as such, desire to limit Xxxxxx’x potential liability arising from the Membership Interest Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:
1. Effective Date. The Effective Date of the Agreement shall be the date this Addendum is fully executed and delivered to Buyer.
2. Modified Contingency. Section 2.02(a) shall be modified as follows:
“(a) Buyer’s satisfaction, after conducting a reasonable due diligence inquiry, that the City of Cabot, Arkansas has issued a valid certificate of occupancy such that a 70-bed nursing facility can be operated upon the Real Property, and that the POA, License and Real Property are the absolute property of the Company, subject to no liens or encumbrances that shall not be satisfied by Seller at Closing, other than those liens related to the Iberia Loan, of which the Company shall remain obligated;”
3. Limitation of Representations in Agreement. The Parties acknowledge and agree that Xxxxxx has no personal knowledge of the current business activities of LJL Properties, LLC, and is unable to make any representations thereto. Therefore, Buyer and Xxxxxxxxxx hereby release Xxxxxx from liability arising from any obligations arising from the Membership Interest Purchase Agreement other than the obligation to transfer all of Xxxxxx’x interest in LJL Properties, LLC to Buyer at Closing free of any liens and encumbrances.
4. Indemnification. Xxxxxxxxxx hereby absolutely, unconditionally, and irrevocably agrees to indemnify and hold harmless Xxxxxx from and against any lawsuit, and other claims, losses, liabilities, costs, expenses, damages, fines, penalties, recoupments, and causes of action (including any and all court costs, and actual attorney’s fees incurred as a result of such claims), and other liabilities arising from or relating, directly or indirectly, to the Agreement. If Xxxxxx is made a party to any suit or legal action, Xxxxxxxxxx shall thereupon assume all burden, cost and expense incident to the defense, investigation, and settlement of such cause of action or claim, including all costs of court, investigation and actual attorney’s fees in connection therewith, and Xxxxxxxxxx shall promptly pay any judgment which may be obtained in such suit or legal action against Xxxxxx.
5. Continued Effect of Agreement. Unless expressly changed by this Addendum, all paragraphs or subparagraphs, terms, covenants, and conditions of the Agreement shall continue and remain in full force and effect.
6. Capitalization. All capitalized terms not defined in this Addendum shall have the same meaning ascribed to those terms in the Agreement.
7. Governing Law. This Addendum shall be construed, interpreted, and enforced under the laws of Arkansas.
8. Ratification/Conflict. In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall govern and control.
9. Counterparts. This Addendum may be executed in counterparts, each of which may be deemed an original, and all of such counterparts together shall constitute one and the same Addendum. Facsimile and email signatures shall be deemed valid on all documents related to this Addendum.
10. Successors and Assigns. This Addendum shall be binding upon and shall inure to the benefit of their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Addendum the day and year first hereinabove written.
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/s/ Xxxx X. Xxxxxxxxxx |
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Xxxx X. Xxxxxxxxxx, Individually |
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/s/ Xxxxxxx Xxxxxx |
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Xxxxxxx Xxxxxx, Individually |
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LJL PROPERTIES, LLC
