ASSET PURCHASE AND REAL ESTATE PURCHASE AGREEMENT
THIS ASSET PURCHASE AND REAL ESTATE PURCHASE AGREEMENT made and
entered into this _____ day of __________, 19_____, by and between:
Consolidated Resources HealthCare Fund, VI a Georgia limited
partnership, whose mailing address is 000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, XX 00000;
hereinafter referred to as "Seller", and
Magnolia Health Services of LA, Inc., a Louisiana corporation, whose
mailing address is X.X. Xxx 0000, Xxxxxxxxx, XX 00000, represented herein by
Xxxxx X. Xxxxx, Xx., its President, duly authorized by Resolution attached
hereto as Exhibit B;
hereinafter referred to as "Purchaser".
WITNESSETH:
ARTICLE I
DEFINITIONS
1.01 Definitions. As used in this Agreement, the following terms shall
have the meanings assigned below:
"Agreement" shall mean the Asset Purchase and Real Estate
Purchase Agreement.
"Business" shall mean the nursing home facility business conducted by
the Seller in a facility commonly known as Heritage Manor of Westwood
(the "Name"), together with the movable property as described on
Exhibit D.
"Business Records" shall mean all books and records maintained by
Seller in connection with the operation of the Business.
"Closing" shall mean the consummation of the transaction contemplated
by this Agreement, as conducted in accordance with Article V herein.
"Closing Date" shall mean the date on which the Closing occurs, as
required by Section 5.01 herein.
"Contract Rights" shall mean all contract and other agreements
incident to the operation of the Business to the extent not
terminated at or prior to the Closing by Seller at the request of
Purchaser, including, but not limited to, equipment leases, service
agreements and warranties.
"Trust Deposits" shall mean all funds held by Seller for the benefit
of patients of the Facility, whether in trust, for security, for
payment of rents or otherwise.
"Equipment" shall mean all furniture, fixtures, now or hereafter
attached to or appurtenant to the Land and used in connection with
the operation of the Business, including, but not limited to, the
items described in Exhibit D, attached hereto and made a part hereof.
"Facility" shall mean collectively the Land, the improvements, the
Equipment, the Contract Rights, the Supplies, with Government
Authorizations (to the extent assignable to Purchaser), the Records,
the Name, the Deposits and all other assets of Seller whether real,
personal or mixed, which are utilized in connection with the
operation of the Business and located upon the Land (excluding
accounts receivable of the facility and cash on hand, or demand
deposits of the Seller), to the full extent of Seller's interest in
any of the foregoing.
"Government Authorizations" shall mean all licenses, permits,
certificates, consents and other authorizations from all federal,
state, municipal and other governmental agencies or authorities as
are necessary to lawfully operate the Business at the Facility.
"Improvements" shall mean the buildings and all other improvements,
including site improvements, landscaping and fixtures, now owned or
hereafter placed on the Land.
"Land" shall mean those certain tracts or parcels of land described
in Exhibit C attached hereto and made a part hereof, together with
all easements, rights of way, privileges and right benefiting same.
"Patient Records" shall mean all records of the Business pertaining
to patient medical history and treatment.
"Permitted Exceptions" shall mean only the following liens,
encumbrances, covenants, restriction, title defects and limitations
with respect to the Land.
(a) Taxes and assessments for the year 1997 and subsequent years
except for such taxes and assessments which are due and payable at
the Closing. Should assessment increase for 1997, the difference
will be due and payable for Seller's Pro-rata share upon receipt of
such tax notice.
(b) Zoning regulations and ordinances of record (and any
variances therefrom) of the counties and states in which the business
is located, which are not violated by existing structures or uses;
(c) The rights, if any, of patients of the Facility and parties
in possession of rooms and facilities of the Facility;
(d) Rights of patients or residents of the Facility to
possession thereof;
(e) Rights of Centennial HealthCare Management Corporation or
Magnolia Management Corporation under any contract for the management
of the Facility, or any replacement thereof.
(f) Such other matters as Purchaser may, in its sole discretion,
approve or be deemed to have approved.
"Supplies" shall mean all supplies and inventory on hand at the
Closing Date, including food, drugs, cleaning materials and
equipment, supplies for the maintenance of the Facility and all other
supplies and equipment used in the normal operation of the Business.
"Title Company" shall mean First American Title Insurance Company or
any other title insurance company which is approved by the Purchaser,
in its sole discretion.
"Title Policy" shall mean an ALTA Form B Owner's Title Insurance
Policy in a face amount of One Million Five Hundred Thousand and
no/100 Dollars ($1,500,000.00) which will ensure title (including
marketability coverage) to the Land subject only to the Permitted
Exceptions and will not include any preprinted standard exceptions,
such as survey exceptions and the standard lien exception.
1.02 General Construction. Whenever required by the context herein, the
singular includes the plural and masculine includes the feminine or the
neuter. The word "including" means "including without limitation". Words
such as "herein", "hereby", "hereunder" and words of similar import refer to
this Agreement as whole and not to any particular Section or Subsection of
this Agreement.
ARTICLE II
AGREEMENT AND CONSIDERATION
2.01 Agreements to Sell and Purchase. In consideration of the mutual
covenants and promises contained in this Agreement, Seller agrees to sell and
convey the Facility more particularly shown on the attached Exhibit C & D
which includes and is limited to the assets of the Business more commonly
referred to as the Heritage Manor of Westwood, located in Shreveport, LA, and
all other improvements located on said property. This Agreement shall be
executed by way of a Limited or Special Warranty Deed; said Limited or Special
Warranty Deed attached hereto and made a part hereof as Exhibit E.
2.02 Allocation of the Purchase Price. The Purchase Price shall be
$1,700,000.00 with Purchaser being given a credit of $200,000.00 at closing to
be used for physical plant renovations. The Purchase Price shall be allocated
as follows:
Land $ 107,000.00
Land Improvements 42,000.00
Buildings 1,070,000.00
Departmental FF&E 216,000.00
Office FF&E 65,000.00
2.03 Conditions to Closing. The obligation of the Purchaser to buy, as
hereinabove recited, is contingent upon the following things, and in default
of any of the following items, Purchaser is hereby given as its sole remedy
the option to terminate this Agreement, with all parties being relieved of all
obligation hereunder, without liability or responsibility of any kind or
nature.
(a) Seller tendering a legal, valid and merchantable title to
the assets being conveyed, it being understood that the buildings and
improvements are being conveyed in a "AS IS" basis, without any
warranty of fitness whatsoever.
(b) No action or proceeding shall have been threatened or
instituted before a court or other governmental body to restrain or
prohibit the transactions contemplated by this Agreement or to obtain
damages or other relief in connection with execution of this
Agreement or the consummation of the transactions contemplated
hereby; and no governmental agency shall have given notice to any
party hereto to the effect that consummation of the transactions
contemplated by this Agreement would constitute a violation of any
law or that it intends to commence proceedings to restrain
consummation of the transactions contemplated by this Agreement.
(c) Subject to the escrow provisions of Section 5.05 of this
Agreement: any statutory requirements for the valid consummation of
transactions contemplated by this Agreement shall have been
fulfilled; all appropriate orders, consents and approvals from all
regulatory agencies and other governmental authorities whose order,
consent or approval is required by law for the consummation of the
transactions contemplated by this Agreement shall have been received;
and the terms of all requisite orders, consents and approvals shall
then permit the effectuation of the transactions contemplated by this
Agreement without imposing any material condition with respect
thereto except for any such conditions that are acceptable to
Purchaser.
(d) Each of the representations and warranties of the parties
contained in this Agreement shall be true and correct in all material
respects as of the Closing, and each party shall have performed in
all material respects all obligations and complied in all material
respects with all covenants required by this Agreement to be
performed or complied with at or prior to Closing.
ARTICLE III
TITLE REVIEW
3.01 Title Insurance. Seller shall deliver to Purchaser a commitment for
an owner's Title Insurance Policy covering said immovable properties to be
delivered to Purchaser at Closing; said Closing scheduled for on or before
October 31, 1997. Purchaser shall provide written notice to Seller of its
objections to title within five (5) days after delivery of such commitment.
Seller shall have the option of satisfying such objections on or before
Closing (and Seller shall have its right to adjourn the Closing for not more
than thirty (30) days in order to effect a cure, or of terminating this
Agreement, with no further liability on behalf of Seller or Purchaser.
ARTICLE IV
INSPECTION OF THE PROPERTY
4.01 Inspection of the Property. Purchaser shall have the exclusive right
from the execution of this Agreement until Closing to enter upon the property
for the purpose of inspection, examining and auditing the property. If
Purchaser, in Purchaser's sole discretion, is dissatisfied with the results of
Purchaser's inspection of the property, said dissatisfaction shall have a
reasonable basis, Purchaser may terminate this Agreement by delivering to
Seller written notice prior to Closing, in which case Purchaser may withdraw
the Agreement upon complying with the terms of 5.06.
ARTICLE V
CLOSING
5.01 Closing. The consummation of the transactions contemplated by this
Agreement (the "Closing") shall occur on or before October 31, 1997 at 11:59
p.m.
5.02 Seller's Closing Documents. At the Closing, Seller shall deliver to
Purchaser the following documents:
(a) Limited or Special Warranty Deed; Attached hereto and made
a part hereof as Exhibit E;
(b) Employee List;
(c) Owner's Title Insurance Policy (or marked commitment
authorizing the issuance of such policy);
(d) Accounts Payable. A proforma schedule of the accounts
payable for the Seller through October 31, 1997. Seller shall be
responsible for payment for all employees' actual hours worked
through October 31, 1997 at 11:59 p.m. Seller shall receive Seller's
pro-rata share of any Medicaid checks for services rendered through
October 31, 1997 which come in after date of Closing;
(e) Utility deposits;
(f) Records;
(g) Copies of all leases;
(h) Patient Trust Funds;
(i) Termite Guarantee;
(j) Equipment List;
5.03 Closing Cost. Seller shall be responsible for payment of fees of its
counsel and all costs of Seller's compliance with this Agreement. Seller
shall cause to be issued the commitment for owner's Title Policy in the amount
of $1,500,000.00 and Purchaser shall be responsible for the fees of its
counsel and all costs of Purchaser's compliance with this Agreement. As to
the cost of the title policy, Purchaser shall be responsible for payment of
the premium payable to the title insurance company in connection with the
owner's Title Policy.
5.04 Adjustments to the Purchase Price. At the Closing, the following
adjustments shall be made to the Purchase Price as of 11:59 p.m. on October
31, 1997 and shall be added to or deducted from the Purchase Price, as the
case may be.
(a) Employee Benefits and Compensation. All salaries, employee
benefits (as described in 6.01(b), unemployment taxes, withholding
taxes, FICA payments accrued vacation and sick leave for all
personnel employed by the Seller in the operation and maintenance of
the facility shall be paid by the Seller through October 31, 1997.
Purchaser shall assume no responsibility for payment of such amounts
as and when they become due.
(b) Trade Payables. All other expenses of operating or owning
the Facility, through October 31, 1997, including without limitation,
water, sewer, gas, electricity or other utility charges, shall be
paid by the Seller, and Purchaser assumes no obligation to pay any
trade payables.
(c) Accounts Receivable. All accounts receivable, specifically
including Medicaid Reimbursements (if any), accruing through to
October 31, 1997 shall be paid to Seller as received by Purchaser
with an accounting to Seller including patient name, payee, and the
date of collection.
(d) Property Taxes. All property taxes (real and personal) for
1997 shall be prorated and the portion allocable to Seller shall be
deducted from the Purchase Price. Purchaser shall not be responsible
for any property taxes prior to the Closing Date. Should the tax
assessment increase for 1997, the Seller shall pay his pro rata share
to Purchaser upon receipt of such notice.
(e) Prepaid items. All prepaid patient fees and prepaid other
items constituting revenues of the Facility shall be prorated and the
portion allocable to Purchaser shall be deducted from the Purchase
Price. All prepaid equipment leases and other prepaid items
constituting expenses of the Facility shall be prorated and the
portion allocable to Purchaser shall be added to the Purchase Price;
(f) Resident Trust Funds. At the Closing, the Resident Trust
Funds will be provided by the Seller. All Resident Trust Fund
reconciliations and records will be provided to the Purchaser at the
Closing.
5.05 Escrow Closing for Regulatory Delay and Other Conditions. If
purchaser has not received all approvals required by any Federal, state or
local regulatory agency or authority with respect to the transactions
contemplated by this Agreement, or if other conditions of Closing have not
been satisfied or waived (in writing or as otherwise provided herein),
Purchaser agrees (if so requested by Seller) to close the purchase in escrow
("Closing in Escrow") on or before October 12, 1997 with a mutually acceptable
escrow agent and pursuant to an escrow agreement reasonably acceptable to
Purchaser and Sellers. Purchaser shall not be required to deposit the
Purchase Price at a Closing in Escrow. Seller shall retain possession and
beneficial ownership and control of the Facility pending satisfaction of the
conditions of such Closing in Escrow and in any event through and including
October 31, 1997. Seller hereby approves a bank or financial institution
designated by Purchaser in writing as an acceptable escrow agent, or counsel
for such bank or financial institution.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.01 Seller's Representations and Warranties. Seller makes the following
representations and warranties to Purchaser, all of which shall be made to the
best of Seller's knowledge without investigation or inquiry of any kind:
(a) Organization of Seller. Seller is in good standing under
the laws of the State of Louisiana and is legally entitled and
licensed to own and lease its properties (including the Property) and
to carry on its business (including the Business) as and in the
places where such properties are now owned, leased or operated;
(b) Employee Benefits. Exhibit F attached hereto and made a
part hereof, sets forth as of the date of this Agreement, a complete
list and description of all employee benefits, including
hospitalization insurance, accident and health insurance, disability
insurance, death insurance, vacation policies, meals and lodging
policies and parking policies, employment contracts, bonus, stock
option, profit sharing, pension, retirement, incentive or other
similar arrangements or plans to which Seller is a party or by which
Seller or its assets or properties is bound. True and correct copies
of all documents or instruments creating, establishing or evidencing
such employee benefits have been delivered to Purchaser;
(c) Improvements. Purchaser accepts the premises as is and with
no warranty or representation whatsoever as to the fitness of any of
the facility structurally, electrically, mechanically or otherwise.
Purchaser assumes the risk and expenses for repair, maintenance or
replacement of any items from October 31, 1997 forward. As a part of
the consideration for this transaction, Purchaser waives and
relinquishes any right or cause of action in redhibition or to
rescind the sale or to reduce the purchase price by reason of any
obvious or latent defect or alleged defect in the premises.
Purchaser recognizes that this waiver is a procuring cause of this
Agreement and that such waiver was negotiated for and agreed to as
part of the overall trade between the parties.
(d) Compliance with Laws. To the best of Seller's knowledge
without investigation or inquiry, Seller is not in violation of any
federal, state or local legal or regulatory requirement of any kind
or nature whatsoever relating to the Business (including zoning and
land use laws, building, safety or health ordinances and codes,
environmental laws and civil rights laws), or of any covenants,
conditions and restrictions affecting or relating to the use and
occupancy of the Facility. Except as previously disclosed in
writing, Seller has not received any notice or complaint from any
governmental agency or authority, or has received or is aware of any
violation or any claim of violation of any law, rule, regulation,
ordinance, order writ injunction, decree, certificate, license,
permit, authorization, condition or standard related to any such
legal requirement. Seller has not received any notice from any
governmental agency or authority of any pending proceeding to take
all or any part of the Facility (whether leased or owned) by
condemnation or right of eminent domain, and, no such preceding is
threatened. Seller is not a party to any agreement or instrument, or
subject to any judgment, order, writ, injunction rule, regulation,
code or ordinance which materially and adversely affects, or might
reasonably be expected materially and adversely to affect the
operation, prospects, properties or condition, financial or otherwise
of the Business; Seller will cooperate with Purchaser and use its
best efforts to allow Purchaser to (i) procure all necessary consents
and approvals, (ii) complete and file all necessary application and
certificates, (iii) satisfy all requirements prescribed by law for,
and all conditions set forth in this Agreement to, the consummations
of the transactions contemplated hereby, and (iv) effectuate the
transactions contemplated by this Agreement at the earliest
practicable date.
(e) Litigation and Proceedings. Seller warrants it has no
knowledge of any threatened or pending litigation, proceeding or
governmental investigation pending or threatened against or relating
to the Business or Facility, including a report of any and all
deficiencies reported at the nursing home facility (other than
deficiencies shown in the latest regulatory surveys of the Facility,
as previously delivered to Purchaser), before any court, arbitrator
or administrative agency. There are no outstanding orders, rulings,
decrees, judgments, stipulations, or sanctions filed against the
nursing facility, to which Seller is a party by or with any court,
arbitrator or administrative agency which may materially and
adversely affect the Business or the Facility, and there are no
suspensions or threatened suspensions of the Medicaid Provider Number
for the nursing home facility;
(f) Governmental Authorizations. Seller has received or will
receive all of Governmental Authorizations prior to the Closing,
other than Governmental Authorizations required for Purchaser's
continued operation of the Business after the Closing, which Seller
has no obligation to obtain. Seller has received no notice, and is
not aware of any violation, deficiency, or impending requirement
which would cause additional expenditures to be made to bring the
Facility into compliance with applicable laws, regulations and
requirements or any other matter which would have material, adverse
effect on the Facility or the Business. The Facility is licensed for
142 nursing home facility beds. Seller shall indemnify Purchaser
from any costs or expense related to any violation, deficiency, or
impending requirement which would cause an additional expenditure to
be made to the Facility after the date of Closing, if Seller is or
was aware of the violation deficiency or impending request prior to
Closing and failed to deliver same to Purchaser.
(g) Taxes and Assessments. All taxes and assessments against
the Facility or resulting from the operation of the Business
(including payroll taxes) which are due and payable on or before the
date hereof either have been paid or the funds are in escrow to pay
said taxes. There are no agreements, waivers or other arrangements
providing for an extension of time with respect to the assessment of
any type of tax or deficiency against Seller, nor are there any
actions, suits, proceedings, investigations or claims for additional
taxes and assessments asserted by any taxing authority;
(h) Hazardous Substances. To the best of Seller's knowledge,
without investigation or inquiry of any kind, Seller has not caused
the Facility to become contaminated by any known hazardous substance,
as defined in any law or regulation of the United States or any state
or local government, or by any other substance, the removal or
encapsulation of which is mandated by any of the aforesaid laws or
regulations. To the best of Seller's knowledge, without
investigation or inquiry of any kind, Seller has complied with all
such laws and regulations regarding underground storage tanks,
asbestos, insulation, storage fuel tanks and grease traps;
(i) Inventory. As of October 31, 1997, inventories of food,
medicine, supplies, towels and linens shall not be less, in quantity
or value, than in normal operating levels of the Facility. Until
that time, the Facility will be operated only in the normal course
with due regard for proper maintenance and repair of the Facility.
(j) Seller to be responsible for the following: Filing final
cost report of Seller through October 31, 1997.
(k) In addition to, and not as a limitation to any other
provisions in this Agreement regarding Seller's obligations, Seller
also agrees to be responsible for, and to indemnify and to hold
Purchaser and/or the Business, harmless from any and all claims,
debts, obligation, labor liability, causes or action, whether in tort
or contract, xxxxxxx compensation, etc. which have arisen or shall
have arisen out of the operation of the business through October 31,
1997. Seller shall also reimburse Purchaser all expenses, reasonable
attorney fees and cost if Purchaser, on behalf of itself and/or the
business, are required to defend against any such claim, debt, etc.,
as delineated above.
6.02 Purchaser's Representations and Warranties. Purchaser agrees to be
responsible for, and to indemnify and to hold Seller and/or the Business,
harmless from any and all claims, debts, obligation, labor liability, causes
or action, whether in tort or contract, xxxxxxx compensation, etc., which
arises out of the operation of the business after October 31, 1997. Purchaser
shall also reimburse Seller all expenses, reasonable attorney fees and cost if
Seller, on behalf of itself and/or the business, are required to defend
against any such claim, debt, etc., as delineated above.
6.03 Survival of Reaffirmation of Representations and Warranties. The
parties shall reaffirm the foregoing representations, warranties and
indemnities at Closing. Such representations, warranties and indemnities
shall survive Closing for a period of six (6) months and thereafter shall have
no further force or effect.
ARTICLE VII
CONDEMNATION
7.01 Condemnation. If all or any part of the Property shall be condemned
or otherwise taken through the power of eminent domain, or any proceedings
therefore commenced, prior to the Closing, Purchaser may elect:
(a) In the cases of condemnation of all of the Facility, or a
portion of the Facility which materially alters the value or use of
the Facility, to terminate and completely void this Agreement,
relieving both Purchaser and Seller of all duties and/or obligations
hereunder; or
(b) In all such cases, to take the Facility under the terms of
this Agreement and require Seller to assign to Purchaser all of
Seller's interest in and to such condemnation award.
ARTICLE VIII
DEFAULT
8.01 Events of Default. The following shall constitute events of default
under this Agreement:
(a) Any material failure by any party to abide by or perform any
of the covenants contained in this Agreement or in any exhibit or
document executed by the parties pursuant to the terms of this
Agreement.
(b) Any material inaccuracy in any warranty, representation or
certificate contained in this Agreement or in any exhibit or other
document referred to in this Agreement.
8.02 Remedy for Default. The sole remedy for default in the terms of this
Agreement by any party shall be to terminate the Agreement, whereupon each
party shall be relieved of all further obligation and liability.
ARTICLE IX
MISCELLANEOUS
9.01 Assignability. This Agreement may not be assigned by Purchaser
without Seller's prior written consent, which will not be unreasonably
withheld.
9.02 Entire Agreement. This Agreement shall constitute the entire
agreement between the parties and may not be modified except by any instrument
in writing and signed by both of them.
9.03 Construction. This Agreement shall be construed in accordance with
the Laws of the State of Louisiana.
9.04 Notices. Any notice, demand, waiver or consent required or permitted
hereunder shall be in writing and shall be given by prepaid telegram or
prepaid registered or certified mail, with return receipt requested, or by
telecopy addresses as follows:
Seller: Consolidated Resources HealthCare Fund VI
c/o Xxxx X. Xxxx
000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
With copy to: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx, L.L.P.
Suite 1400
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, XX 00000
Purchaser: Magnolia Health Services of Louisiana, Inc.
ATTN: Xxxxx X. Xxxxx, Xx.
P. O. Xxx 0000
Xxxxxxxxx, XX 00000-0000
The date of any such notice and of service thereof shall be deemed to
be the day of dispatch. Any party may change its address for the purpose of
notice by giving written notice in accordance with the provisions of this
Section.
9.05 No Assumption of Liabilities. Notwithstanding any provision
contained in this Agreement or in any exhibit, schedule or other document
referred to in this Agreement contrary, this Agreement is intended as and
shall be deemed to and agreement for the sale of assets and none of the
provisions hereof shall be deemed to create any obligation or liability of any
party to any person or entity that is not a party to this Agreement, whether
under a third-party beneficiary theory, laws relating to transferor/transferee
liabilities or otherwise. Except as expressly provided in this Agreement, and
subject to the Permitted Exceptions, Purchaser shall not assume and shall not
discharge or be liable for any debts, liabilities, or obligation of the Seller
including, but not limited to, any (i) liabilities or obligations of the
Seller to its creditors, shareholders or owners, (ii) liabilities or
obligations of the Seller with respect to any acts, events or transactions
occurring prior to, on or after the Closing, (iii) liabilities or obligations
of the Seller for any federal, state, county or local taxes applicable to or
assessed against the Facility, or (iv) any contingent liabilities or
obligations of the Seller, whether known or unknown by the Seller or
Purchaser, at or before the Closing. Except as otherwise provided in this
Agreement, Purchaser shall have no duty whatsoever to take any action or
receive or make any payment or credit arising from or related to any services
provided or cost incurred in connection with the management and operation of
the Business prior to October 31, 1997 including, but not limited to, any
matters relating to cost reports, collections, audits, hearings, or legal
action arising therefrom; and any amounts received by Purchaser relating
thereto shall be promptly delivered to the Seller.
9.06 Counterparts; Facsimiles; Exhibits. This Agreement may be executed
in multiple identical counterparts, each of which shall be deemed an
original. Execution and delivery by a party of one counterpart shall be
deemed to constitute execution and delivery of each identical counterpart.
Signatures affixed to facsimile copies of this Agreement shall be deemed
properly executed and delivery by facsimile transmission shall be deemed an
adequate delivery. The parties shall promptly agree upon and attach any
exhibits provided for under this Agreement which are not currently attached,
and the absence of such exhibits as of the date of execution hereof shall not
affect the enforceability of this Agreement.
THUS DONE AND SIGNED at __________________________________, in the
presence of the undersigned witnesses, _______________________________________
and ___________________________________________, and me Notary, this _____ day
of __________________, 19___.
WITNESSES: SELLER:
______________________________________Consolidated Resources HealthCare Fund VI,
______________________________________A Georgia limited partnership
By: __________________________________
__________________________________
______________________________________
NOTARY PUBLIC
[SIGNATURES CONTINUED ON NEXT PAGE]
THUS DONE AND SIGNED at __________________________________, in the
presence of the undersigned witnesses, _______________________________________
and ___________________________________________, and me Notary, this _____ day
of __________________, 19___.
WITNESSES: PURCHASER:
______________________________________ Magnolia Health Services of LA, Inc.
______________________________________ ______________________________________
By: Xxxxx X. Xxxxx, Xx., President
______________________________________
NOTARY PUBLIC
