MEMBERSHIP INTEREST PURCHASE AGREEMENT
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) made and entered into as of the 27 day of January, 2014 (the “Effective Date”), by and between GEORIGA HEALTHCARE REIT, INC., a Georgia corporation, (“Seller”) and GLOBAL HEALTHCARE REIT, INC., a Utah Corporation (“Purchaser”)
WITNESSETH:
WHEREAS, WOOD XXXX, LLC, (the “Company”) is a limited liability company organized and existing under the laws of the State of Georgia; and
WHEREAS, Seller is a Member of the Company and owns six hundred seventy-five (675) membership units in the Company (the “Units”); and
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, six hundred seventy-five (675) Units (the “Purchased Units”).
NOW, THEREFORE, for and in consideration of the above premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged, the parties hereto do hereby agree as follows:
1.
Transfer of the Purchased Units. For the consideration hereinafter provided and subject to the terms and conditions herein set forth, Seller hereby (i) sells, assigns, transfers and delivers to Purchaser, and Purchaser hereby purchases and acquires from Seller, the Purchased Units. Seller hereby delivers to Purchaser a Membership Unit Power duly endorsed for transfer, transferring the Purchased Units to Purchaser.
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2.
Purchase Price. Subject to the terms of this Agreement and in reliance on the representations and warranties of Seller contained herein, Purchaser has agreed to pay the sum of Ten and 00/100 Dollars ($10.00) (the “Purchase Price”) for the Purchased Units. The Purchase Price shall be paid in immediately available funds at Closing
3.
Representations and Warranties of Seller. To induce Purchaser to consummate the purchase and sale transaction contemplated by this Agreement, Seller hereby represents and warrants as follows:
a.
Seller is the owner of the Purchased Units, free and clear of any and all liens, pledges, encumbrances, charges, assessments, agreements, options or claims, and Seller otherwise has the full right, power and authority to transfer, convey, assign and deliver the Purchased Units to Purchaser.
b.
The sale and transfer of the Purchased Units by Seller to Purchaser will not violate any applicable federal or state securities laws.
c.
There are no suits, proceedings, or claims initiated or threatened against or affecting the Company, its properties or business, including without limitation any lawsuit, governmental investigation, tax assessment or levy; nor is the Company in default with respect to any order, writ, injunction, proceeding or decree of any court or any governmental department, board, bureau, agency or instrumentality of the United States or any State or political subdivision thereof or in default as to any debt.
d.
Upon execution and delivery by Seller, this Agreement will constitute the valid and legally binding agreement of Seller, enforceable in accordance with its terms.
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4.
Representations and Warranties of Purchaser. To induce Seller to consummate the purchase and sale transaction contemplated by this Agreement, Purchaser hereby represents and warrants as follows:
a.
Purchaser is purchasing the Purchased Units for its own account.
b.
Purchaser is aware that the Purchased Units have not been registered under any securities laws and may not be resold or transferred except in a transaction which complies with applicable federal and state securities laws, and Purchaser shall not make any such resale or transfer except in compliance with such laws.
c.
Upon execution and delivery by Purchaser, this Agreement will constitute the valid and legally binding agreement of Purchaser, enforceable in accordance with its terms.
5.
Miscellaneous.
a.
Each party hereto agrees to take such further actions and to execute and deliver such additional instruments and documents as the other parties hereto may from time to time reasonably request to effectuate the transfer of the Purchased Units to Purchaser, and to effect the purposes of this Agreement.
b.
The parties hereto agree that they shall bear their own corresponding expenses incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereunder.
c.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly and properly given and received when
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personally delivered or three (3) days after mailing by United States Mail, postage prepaid, addressed as follows:
If to Seller:
Georgia Healthcare REIT, Inc.
Two Buckhead Plaza
0000 Xxxxxxxxx Xxxx XX, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxxxxx X. Xxxxxxx
If to Purchaser:
Global Healthcare REIT, Inc.
Two Buckhead Plaza
0000 Xxxxxxxxx Xxxx XX, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxxxxx X. Xxxxxxx
or to such other persons or at such different addresses as may be specified in writing, given by one party to the other in accordance with the foregoing.
d.
This Agreement constitutes the entire and complete agreement of the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision contained herein may be changed, modified, discharged or terminated orally, but only by an instrument in writing signed by both of the parties hereto.
e.
This Agreement shall be governed and construed in accordance with the laws of the State of Georgia. Titles of Paragraphs in this Agreement are for convenience only and neither limit nor amplify the provisions hereof.
f.
No assignment or transfer by any party hereto of his rights and obligations hereunder shall be made except with the prior written consent of the other party hereto. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective personal representatives, heirs, successors in interest and permitted assigns.
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g.
Time is of the essence of this Agreement.
h.
No waiver or breach of any provision of this Agreement shall constitute a waiver or breach of any other provision hereof. The failure of any party hereto to insist upon strict adherence to any term of this Agreement on any occasion shall not constitute a waiver or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term contained herein. All remedies provided by law or any agreement hereunder, and the exercise of any such remedy, shall not be deemed an election to the exclusion of any other remedy, any such claim by the other party being hereby waived.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
PURCHASER:
a Utah corporation
By:__/s/ Xxxxxxxxxxx X. Xxxxxxx
Xxxxxxxxxxx X. Xxxxxxx,
President
SELLER:
GEORGIA HEALTHCARE REIT, INC.,
a Georgia corporation
By:___/s/ Xxxxxxxxxxx X. Xxxxxxx
Xxxxxxxxxxx X. Xxxxxxx,
President
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