{"id":41830,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/5901-5975-west-olympic-boulevard-los-angeles-ca-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"5901-5975-west-olympic-boulevard-los-angeles-ca-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/5901-5975-west-olympic-boulevard-los-angeles-ca-agreement.html","title":{"rendered":"5901, 5975 West Olympic Boulevard (Los Angeles, CA) Agreement &#8211; OrNda Healthcorp. and Midway Acquisition Co. Inc."},"content":{"rendered":"<pre>\n                                  AGREEMENT\n                                      \n                                BY AND BETWEEN\n                                      \n                              ORNDA HEALTHCORP,\n                            a Delaware corporation\n                                  ('OrNda')\n                                      \n                                     AND\n                                      \n                       MIDWAY ACQUISITION COMPANY, INC.\n                            an Alabama corporation\n                                  ('Midway')\n                                      \n                                April 19, 1994\n                                      \n\n\n\n\n\n\n\n                                                          TABLE OF CONTENTS\n                                                                                                                   \nARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1\n                                                                                                                      \nARTICLE II       AGREEMENTS TO CAUSE CONVEYANCE, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . . . . . . . . .    4\n         2.1     AGREEMENT TO CAUSE CONVEYANCE AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4\n         2.2     AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4\n                                                                                                                      \nARTICLE III      PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4\n         3.1     PAYMENT OF PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4\n         3.2     INDEPENDENT CONSIDERATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4\n                                                                                                                      \nARTICLE IV       ITEMS TO BE FURNISHED TO MIDWAY BY ORNDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n         4.1     DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n                                                                                                                      \nARTICLE V        TITLE AND SURVEY   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n         5.1     PRELIMINARY TITLE REPORTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n         5.2     REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         5.3     ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n                                                                                                                      \nARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . .    6\n         6.1     REPRESENTATIONS AND WARRANTIES OF ORNDA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         6.2     COVENANTS OF ORNDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         6.3     REPRESENTATIONS, WARRANTIES AND COVENANTS OF MIDWAY  . . . . . . . . . . . . . . . . . . . . . . . .    6\n                                                                                                                      \nARTICLE VII      CONDITIONS TO THE MIDWAY'S AND ORNDA'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . .    7\n         7.1     CONDITIONS TO THE MIDWAY'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n         7.2     FAILURE OF CONDITIONS TO MIDWAY'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         7.3     CONDITIONS TO ORNDA'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         7.4     FAILURE OF CONDITIONS TO ORNDA'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n                                                                                                                      \nARTICLE VIII     PROVISIONS WITH RESPECT TO THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         8.1     ORNDA'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         8.2     MIDWAY'S CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9\n         8.3     TITLE COMPANY'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9\n                                                                                                                      \nARTICLE IX       EXPENSES OF CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9\n         9.1     ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9\n         9.3     CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n                                                                                                                      \nARTICLE X        DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n         10.1    ORNDA'S DEFAULT; MIDWAY'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n         10.2    MIDWAY'S DEFAULT; ORNDA'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n                                                                                                                      \nARTICLE XI       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n         11.1    SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n         11.2    NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11\n\n\n\n\n                                       i\n\n                                                                       \n<font size=\"2\">                                                                                                                  \n         11.3    ENTIRE AGREEMENT; MODIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11\n         11.4    APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.5    CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.6    BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.7    TIME IS OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.8    WAIVER OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.9    BROKERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.10   RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.11   NO ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.12   NO LEGAL OR BENEFICIAL INTEREST  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         11.13   COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13\n<\/font> \n\n\n\n\n\n                                       ii\n\n                                   AGREEMENT\n\n                 THIS AGREEMENT (the 'Agreement') is made and entered into as\nof April 19, 1994,  by and between ORNDA HEALTHCORP, a Delaware corporation\n(hereinafter referred to as 'OrNda'), and MIDWAY ACQUISITION COMPANY, INC., an\nAlabama corporation (hereinafter referred to as 'Midway').  OrNda and Midway\nare sometimes collectively referred to herein as the 'Parties' and each of the\nParties is sometimes singularly referred to herein as a 'Party'.\n\n                 WHEREAS, Summit Properties, a California general partnership\n(the 'Facility Partnership'), is the owner of certain real property and\nimprovements thereon located at 5901 West Olympic Boulevard, Los Angeles,\nCalifornia, more particularly described on Exhibit A attached hereto and made a\npart hereof for all purposes by this reference, consisting of a 95,940 square\nfeet, commonly known as Midway Medical Plaza (the 'Facility');\n\n                 WHEREAS, Sierra Orlando Properties, a California general\npartnership (the 'Parking Partnership' and collectively with the Facility\nPartnership, the 'Partnerships'), is the owner of that certain real property\nand improvements thereon located at 5975 West Olympic Boulevard, Los Angeles,\nCalifornia, more particularly described on Exhibit A-1 attached hereto,\nconsisting of a seven story parking structure containing approximately 199,340\nsquare feet (the 'Parking Structure', and together with the Facility, the 'Real\nProperty');\n\n                 WHEREAS, OrNda has entered into that certain Agreement and\nPlan of Merger dated as of December 2, 1993 (the 'Merger Agreement') with\nSummit Health Ltd. ('Summit'), which is scheduled to close on or about April\n19, 1994;\n\n                 WHEREAS, as a condition to the Merger Agreement, OrNda has\nagreed to purchase, or cause to be purchased, certain real estate held by\ncertain affiliates of Summit, including the Property (as hereinafter defined)\nheld by the Partnerships; and\n\n                 WHEREAS, OrNda desires to cause the Property to be sold and\nMidway desires to purchase the Property, and simultaneously therewith, to enter\ninto a lease transaction pursuant to which Midway shall lease to OrNda's\ndesignee, and OrNda's designee shall lease from Midway, the Property.\n\n                 NOW, THEREFORE, in consideration of the sum of $10.00, the\nmutual covenants and agreements contained herein and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged,\nthe Parties agree as follows:\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\n                 As used herein (including any Exhibits attached hereto), the\nfollowing terms shall have the meanings indicated:\n\n                 'Approvals' has the meaning set forth in the Closing\nAgreements.\n\n                 'Business Day(s)' means calendar days other than Saturdays,\nSundays and legal holidays.\n\n\n\n\n\n                                       1\n\n                 'Closing' means the consummation of the sale and purchase\nprovided for herein, to be held at the offices of Skadden, Arps, Slate, Meagher\n&amp; Flom, 300 South Grand Avenue, Los Angeles, California  90071, or such other\nplace as the Parties may mutually agree.\n\n                 'Closing Agreements' means the Sierra Closing Agreement and\nthe Summit Closing Agreement.\n\n                 'Closing Date' means April 19, 1994 or such earlier date as\nshall be hereafter agreed upon by the Parties.\n\n                 'Credit Enhancements' means all security deposits, security\ninterests, letters of credit, pledges, prepaid rent or other sums, deposits or\ninterests, if any, held by Subsidiary with respect to the Property, the Tenant\nLeases or the Tenants.\n\n                 'Deed' has the meaning set forth in the Closing Agreements.\n\n                 'Due Diligence Materials' means the information to be provided\nby OrNda or the Partnership to Midway pursuant to the provisions of Section 4.1\nhereof.\n\n                 'Effective Date' means the date set forth in the preamble of\nthis Agreement.\n\n                 'Exception Documents' means true, correct and legible copies\nof each document listed as an exception to title on the Title Commitment.\n\n                 'Facility Partnership' means Summit Properties, a California\ngeneral partnership.\n\n                 'Guaranty' means a guaranty of performance of the Lease\nsubstantially in the form attached hereto as Exhibit C to be executed by OrNda.\n\n                 'Independent Consideration' means the sum of $100.00.\n\n                 'Intangible Property' has the meaning set forth in the Closing\nAgreements.\n\n                 'Lease' means a lease agreement in the form set forth on\nExhibit D attached hereto and made a part hereof, which shall be executed and\ndelivered by Subsidiary and Midway at the Closing, and pursuant to the terms of\nwhich Midway shall lease the Property to Subsidiary following the Closing.\n\n                 'Lease Assignment' means an Assignment of Rents and Leases\nsubstantially in the form of Exhibit E attached hereto, to be executed by\nSubsidiary as Lessee in favor of Midway as Lessor at Closing, pursuant to the\nterms of which (i) Subsidiary shall absolutely and unconditionally assign to\nMidway all of its right, title and interest in and to the Tenant Leases, and\n(ii) Subsidiary shall assign to Midway the Credit Enhancements, if any, as\nsecurity for the obligations of the Subsidiary under the Lease, and any other\nobligation of the Subsidiary to Midway.\n\n                 'Merger Agreement' has the meaning set forth in the recitals\nhereof.\n\n                 'Midway' has the meaning set forth in the Preamble.\n\n                 'OrNda' has the meaning set forth in the Preamble.\n\n\n\n\n\n                                       2\n\n                 'Parking Partnership' means Sierra Orlando Properties, a\nCalifornia general partnership.\n\n                 'Partnerships' means the Facility Partnership and the Parking\nPartnership.\n\n                 'Party' or 'Parties' have the meanings set forth in the\npreamble to this Agreement.\n\n                 'Permitted Exceptions' has the meaning set forth in the\nClosing Agreements.\n\n                 'Personal Property' has the meaning set forth in the Closing\nAgreements.\n\n                 'Plans' has the meaning set forth in the Closing Agreements.\n\n                 'Preliminary Title Reports' has the meaning set forth in the\nClosing Agreements.\n\n                 'Property' means, collectively, the Real Property, the\nPersonal Property and the Intangible Property.\n\n                 'Purchase Price' means an amount equal to $20,400,000.00.\n\n                 'Real Property' has the meaning set forth in the Preamble.\n\n                 'Search Reports' means the initial reports of searches made of\nthe Uniform Commercial Code Records of the County in which the Property is\nlocated, and of the office of the Secretary of State of the State in which the\nProperty is located, which searches shall reflect that none of the Property is\nencumbered by liens. The Search Reports shall be updated, at Midway's expense,\nat or within one week prior to Closing.\n                 'SHL Leases' has the meaning set forth in the Closing\nAgreements.\n\n                 'Service Contracts' has the meaning set forth in the Closing\nAgreements.\n\n                 'Sierra Closing Agreement' means the Real Estate Purchase\nClosing Agreement to be executed at the Closing by the Parking Partnership and\nMidway substantially in the form attached hereto as Exhibit B.\n\n                 'Subsidiary' means Midway Hospital Medical Center, Inc., a\nCalifornia corporation and the wholly-owned subsidiary of OrNda.\n\n                 'Summit Closing Agreement' means the Real Estate Purchase\nClosing Agreement dated the date hereof between Midway and the Facility\nPartnership, in substantially the form of Exhibit B-1 hereto.\n\n                 'Tenant' means the lessees or tenants under the Tenant Leases,\nif any.\n\n                 'Tenant Leases' means all leases, subleases and other rental\nagreements, if any, (written or verbal, now or hereafter in effect) that grant\na possessory interest in and to any space in the Improvements or that otherwise\nhave rights with regard to the use of the Land or Improvements, and all Credit\nEnhancements, if any, held in connection therewith.\n\n\n\n\n\n                                       3\n\n                 'Termination Agreement' means an agreement among Subsidiary\nand Midway as successors-in-interest to the Partnerships under the SHL Leases\nterminating the SHL Leases, substantially in the form of Exhibit F attached\nhereto.\n\n                 'Title Company' means Lawyers Title Insurance Corporation,\nwhose address is 800 East Colorado Boulevard, Pasadena, California  91101,\nAttention: Glen Trowbridge\n\n                 'Title Policy' means an ALTA Extended Coverage Owner's Policy\nof Title Insurance (1970 Form B - 1990 revision), together with CLTA\nendorsements numbers 100 (modified), 103.7, 116, 116.1, 116.4, 116.7 and 123.2\nwith respect to the Facility and 100 (modified), 103.7, 116, 116.1 and 123.2\nwith respect to the Parking Structure, with liability in the amount of the\nPurchase Price, dated as of the Closing Date, issued by the Title Company,\ninsuring title to the fee interest in the Real Property in Midway, subject only\nto the Permitted Exceptions and to the standard printed exceptions included in\nthe ALTA standard form owner's extended coverage policy of title insurance,\nwith the following modifications: (a) the exception for ad valorem taxes shall\nreflect only taxes for the current and subsequent years; (b) any exception as\nto parties in possession shall be limited to rights of tenants in possession,\nas tenants only, pursuant to the Lease and the Tenant Leases; and (c) there\nshall be no general exception for visible and apparent easements or roads and\nhighways or similar items (with any exception for visible and apparent\neasements or roads and highways or similar items to be specifically referenced\nto and shown on the Survey and also identified by applicable recording\ninformation).\n\n                 'Warranties' has the meaning set forth in the Closing\nAgreements.\n\n                                   ARTICLE II\n               AGREEMENTS TO CAUSE CONVEYANCE, PURCHASE AND LEASE\n\n                 2.1      AGREEMENT TO CAUSE CONVEYANCE AND PURCHASE.  On the\nClosing Date, OrNda shall cause the Partnerships to sell, convey, assign,\ntransfer and deliver to Midway and Midway shall purchase, acquire and accept\nfrom the Partnerships, the Property, for the Purchase Price pursuant to the\nterms of the Closing Agreements.\n\n                 2.2      AGREEMENT TO LEASE.  On the Closing Date, and subject\nto performance by the Parties of the terms and provisions of this Agreement,\nMidway shall lease to Subsidiary and Subsidiary shall lease from Midway, the\nProperty at the rental and upon the terms and conditions set forth in the\nLease.\n\n                                  ARTICLE III\n                                 PURCHASE PRICE\n\n                 3.1      PAYMENT OF PURCHASE PRICE.  The Purchase Price shall\nbe paid by Midway delivering to the Partnerships at the Closing by wire\ntransfers or other immediately available funds payable as directed by the\nPartnerships in the amount of the Purchase Price, subject to adjustment as\nprovided in Article IX hereof.\n\n                 3.2      INDEPENDENT CONSIDERATION.  Within one Business Day\nfollowing the Effective Date, Midway shall deliver to the OrNda, in funds\nimmediately forfeitable to OrNda, the Independent Consideration, as independent\nconsideration for any option granted to Midway by OrNda herein, and based upon\nsuch consideration and the mutual covenants of OrNda and Midway contained\nherein, OrNda\n\n\n\n\n\n                                       4\n\nhereby agrees that any such option granted Midway is irrevocable and OrNda\nshall not terminate said option without the prior written consent of Midway,\nexcept as may be expressly provided for herein.\n\n                                   ARTICLE IV\n                    ITEMS TO BE FURNISHED TO MIDWAY BY ORNDA\n\n                 4.1      DUE DILIGENCE MATERIALS.  Within 15 days after the\nClosing Date, OrNda or the Subsidiary shall deliver or caused to be delivered\nto Midway or make available to Midway at the Property for its review (to the\nextent provided by the Partnership) the following items to the extent\nreasonably available to OrNda or the Subsidiary:\n\n                 (a)      True, correct, complete and legible copies of all\nTenant Leases, Service Contracts, Warranties, Approvals, and Plans;\n\n                 (b)      A true, correct, complete and legible rent roll of\nall existing Tenant Leases, if any, setting forth with respect to each of the\nTenant Leases: (i) the premises covered; (ii) the date of such Tenant Lease and\nall amendments and modifications thereto; (iii) the name of the Tenant,\nlicensee or occupant; (iv) the term; (v) the rents and other charges payable\nthereunder; (vi) the rents or other charges in arrears or prepaid thereunder,\nif any, and the period for which any such rents and other charges are in\narrears or have been prepaid; (vii) the nature and amount of the security\ndeposits thereunder; if any (viii) options to renew or extend contained in any\nof the Tenant Leases; (ix) any free rent, concessions, allowances, rebates or\nrefunds to which the Tenant, licensee or occupant may have been or be entitled;\n(x) certification of any known disputes or claims of breach on the part of the\nOrNda; (xi) the status of Tenant improvements to be performed by Subsidiary;\nand (xii) the nature and amount of any commissions payable with respect\nthereto;\n\n                 (c)      An inventory of the Personal Property owned by the\nPartnerships and transferred to Midway pursuant to the Bill of Sale (as defined\nin the Closing Agreements);\n\n                 (d)      True, correct, complete and legible copies of the\nfollowing items:\n\n                          (i)     tax statements or assessments for all real\n                 estate and personal property taxes assessed against the\n                 Property for the current and the prior two calendar years; and\n\n                          (ii)    all litigation files with respect to any\n                 pending litigation and claim files for any claims made or\n                 threatened, the outcome of which might have an adverse effect\n                 on the Property or the use and operation of the Property.\n\n                 (e)      Midway acknowledges receipt of the Preliminary Site\nAssessment, Midway Medical Facilities in Los Angeles, California, dated\nNovember 18, 1993 as prepared by Western Technologies, Inc.\n\n                                   ARTICLE V\n                                TITLE AND SURVEY\n\n                 5.1      PRELIMINARY TITLE REPORTS.  Midway hereby\nacknowledges receipt of the Title Reports, Exception Documents and Surveys\nreferenced in the Closing Agreements.\n\n\n\n\n\n                                       5\n\n                 5.2      REVIEW PERIOD.  Midway hereby accepts all exceptions\nto title referenced in the Preliminary Title Reports and all matters shown on\nthe Surveys and such accepted exceptions shall in any case be identical to the\nPermitted Exceptions set forth in the Closing Agreements.\n\n                 5.3      ADDITIONAL EXCEPTIONS.  In the event that at any time\nthe Title Commitment, Exception Documents, Surveys or Search Reports are\nmodified (other than the deletion or elimination of any item as to which Midway\nhas made an objection), Midway shall have the right to review and approve or\ndisapprove any such modification and to terminate this Agreement in the event\nthat OrNda is unable to eliminate any such matters to the satisfaction of\nMidway, except that Midway's Review Period as to such additional items shall be\nfor a period expiring on the Closing Date.\n\n                                   ARTICLE VI\n             REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS\n\n                 6.1      REPRESENTATIONS AND WARRANTIES OF ORNDA.  To induce\nMidway to enter into this Agreement and to purchase the Property, OrNda\nrepresents and warrants to Midway, to the best of its knowledge, as follows:\n\n                 (a)      OrNda has duly and validly authorized and executed\nthis Agreement, and has right, title, power and authority to enter into this\nAgreement and, at Closing, to consummate the actions provided for herein.  The\nexecution by OrNda of this Agreement and the consummation by OrNda of the\ntransactions contemplated hereby do not, and at the Closing will not result in\na breach of any of the terms or provisions of, or constitute a default or a\ncondition which upon notice or lapse of time or both would ripen into a default\nunder any indenture, agreement, instrument or obligation to which OrNda is a\nparty or by which the Property or any portion thereof is bound; and does not\nand at the Closing will not, constitute a violation of any order, rule or\nregulation applicable to OrNda or any portion of the Property of any court or\nof any federal or state or municipal regulatory body or administrative agency\nor other governmental body having jurisdiction over OrNda or any portion of the\nProperty.\n\n                 (b)      The Purchase Price is allocated to the Real Property,\nthe Intangible Property and the Personal Property as set forth on Exhibit G\nattached hereto.\n\n                 6.2      COVENANTS OF ORNDA.  OrNda shall indemnify and hold\nMidway harmless from and against any claims for any brokerage fee or\ncommission, finder's fee or financial advisory fee arising from or related to\nthe transactions contemplated by this Agreement and which is asserted by any\nperson or entity claiming to have acted as agent or a representative of OrNda.\n\n                 6.3      REPRESENTATIONS, WARRANTIES AND COVENANTS OF MIDWAY.\nMidway represents and warrants to OrNda that:\n\n                 (a)      Midway has duly and validly authorized and executed\nthis Agreement, and has full right, power and authority to enter into this\nAgreement and to consummate the actions provided for herein, and the joinder of\nno person or entity will be necessary to purchase the Property from OrNda at\nClosing, and to lease the Property to the Subsidiary following Closing.\n\n                 (b)      The execution by Midway of this Agreement and the\nconsummation by Midway of the transactions contemplated herein do not, and at\nthe Closing will not, result in any breach of any of the terms or provisions of\nor constitute a default or a condition which upon notice or lapse of time or\nboth\n\n\n\n\n\n                                       6\n\nwould ripen into a default under any indenture, agreement, instrument or\nobligation to which Midway is a party; and does not constitute a violation of\nany order, rule or regulation applicable to Midway or any portion of the\nProperty of any court or of any federal or state or municipal regulatory body\nor administrative agency or other governmental body having jurisdiction over\nMidway.\n\n                 (c)      Midway shall have made its own investigation\nregarding anticipated future Property performance, revenues, profits and\nexpenses and shall not rely on any performance, revenue, profit or expense\nprojections, forecasts or predictions relating to the Property provided by or\non behalf of OrNda.\n\n                 (d)      Midway shall indemnify and hold OrNda harmless from\nand against any claims for any brokerage fee or commission, finder's fee or\nfinancial advisory fee arising from or related to the transactions contemplated\nby this Agreement and which is asserted by any person or entity claiming to\nhave acted as agent or a representative of Midway.\n\n                 (e)      All documents and information delivered by Midway to\nOrNda pursuant to the provisions of this Agreement are true, correct and\ncomplete as of the date hereof and will be correct and complete as of the\nClosing Date, except as set forth in this Agreement.\n\n                                  ARTICLE VII\n               CONDITIONS TO THE MIDWAY'S AND ORNDA'S OBLIGATIONS\n\n                 7.1      CONDITIONS TO THE MIDWAY'S OBLIGATIONS.  The\nobligations of Midway to purchase the Property from the Partnerships and to\nconsummate the transactions contemplated by this Agreement are subject to the\nsatisfaction, as of the Closing, of each of the following conditions:\n\n                 (a)      All of the representations and warranties of OrNda\nset forth in this Agreement and of the Partnerships in the Closing Agreements\nshall be true as of the Closing in all material respects except for changes\nexpressly permitted or contemplated by the terms of this Agreement or the\nClosing Agreements, as the case may be.\n\n                 (b)      OrNda shall have delivered, performed, observed and\ncomplied in all material respects with, all of the items, instruments,\ndocuments, covenants, agreements and conditions required by this Agreement to\nbe delivered, performed, observed and complied with by OrNda prior to, or as\nof, the Closing.  The Partnerships shall have delivered, performed, observed\nand complied in all material respects with, all of the items, instruments,\ndocuments, covenants, agreements and conditions required by the Closing\nAgreements to be delivered, performed, observed and complied with by the\nPartnerships prior to, or as of, the Closing.\n\n                 (c)      Neither OrNda nor either Partnership shall be in\nreceivership or dissolution proceedings or have made any assignment for the\nbenefit of creditors, or shall have admitted in writing its inability to pay\nits debts as they mature, or shall have been adjudicated as bankrupt, or have\nfiled a petition in voluntary bankruptcy, a petition or answer seeking\nreorganization or an arrangement with creditors under the federal bankruptcy\nlaw or any other similar law or statute of the United States or any state, and\nno such petition shall have been filed against it.\n\n                 (d)      No portion of the Property shall have been destroyed\nby fire or casualty.\n\n\n\n\n\n                                       7\n\n                 (e)      No condemnation, eminent domain or similar\nproceedings shall have been commenced or threatened with respect to any portion\nof the Property.\n\n                 7.2      FAILURE OF CONDITIONS TO MIDWAY'S OBLIGATIONS.  In\nthe event any one or more of the conditions to Midway's obligations set forth\nin Section 7.1 is not satisfied in whole or in part prior to Closing Date,\nMidway, at Midway's option, shall be entitled to: (a) terminate this Agreement\nby giving written notice thereto to OrNda, whereupon all moneys which have been\ndelivered by Midway to OrNda (other than the Independent Consideration) shall\nbe immediately refunded to Midway and neither Midway nor OrNda shall have any\nfurther obligations or liabilities hereunder; or (b) waive such failure of\ncondition and proceed to Closing hereunder.\n\n                 7.3      CONDITIONS TO ORNDA'S OBLIGATIONS.  The obligations\nof OrNda to cause the Partnership to sell the Property to Midway and to\nconsummate the transactions contemplated by this Agreement are subject to the\nsatisfaction, as of the Closing Date, of each of the following conditions:\n\n                 (a)      The representations and warranties of Midway\ncontained herein shall be in all material respects true and accurate as of the\nClosing Date.\n\n                 (b)      Midway shall have delivered, performed, observed and\ncomplied in all material respects with all of the items, instruments,\ndocuments, covenants, agreements and conditions required by this Agreement to\nbe delivered, performed, observed and complied with by Midway as of the Closing\nDate.\n\n                 (c)      All action required to be taken by the Midway to\nauthorize the execution, delivery, and performance of this Agreement and the\nother agreements or documents related hereto, and the consummation of the\ntransactions contemplated hereby, shall have been duly and validly taken.\n\n                 7.4      FAILURE OF CONDITIONS TO ORNDA'S OBLIGATIONS.  In the\nevent any one or more of the conditions to OrNda's obligations set forth in\nSection 7.3 are not satisfied in whole or in part prior to the Closing Date,\nOrNda, at OrNda's option, shall be entitled to: (a) terminate this Agreement by\ngiving written notice thereto to Midway, whereupon all moneys which have been\ndelivered by Midway to OrNda (other than the Independent Consideration) shall\nbe immediately refunded to Midway and neither Midway nor OrNda shall have any\nfurther obligations or liabilities hereunder; or (b) waive such failure of\nconditions and proceed to Closing hereunder.\n\n                                  ARTICLE VIII\n                     PROVISIONS WITH RESPECT TO THE CLOSING\n\n                 8.1      ORNDA'S CLOSING OBLIGATIONS.  No later than one (1)\nday prior to the Closing Date, the parties shall hold a pre-closing, and upon\nClosing OrNda shall furnish and deliver, or caused to be furnished and\ndelivered, to Midway or the Title Company for delivery to Midway, the\nfollowing:\n\n                 (a)      The items required by Section 6 of the Closing\nAgreements, the Guaranty, the Termination Agreement, the Lease Assignment and\nthe Lease, each duly executed and acknowledged by OrNda, the Facility\nPartnership, the Parking Partnership or the Subsidiary, as the case may be.\n\n                 (b)      An opinion from counsel for the Subsidiary, in a form\nsubstantially the same as set forth on Exhibit H hereof.\n\n\n\n\n\n                                       8\n\n                 (c)      Certificates of casualty and fire insurance for the\nProperty as required pursuant to the Lease showing Midway as an additional\ninsured and loss payee thereunder, with appropriate provisions for prior notice\nto Midway in the event of cancellation or termination of such policies.\n\n                 (d)      Such affidavits, certificates or letters of indemnity\nas the Title Company shall require in order to omit from its insurance policy\nall exceptions for unfiled mechanic's, materialman's or similar liens.\n\n                 (e)      Any and all documentary transfer declarations or\ndisclosure documents, duly executed by the appropriate parties, required in\nconnection with the Deeds by any state, county or municipal agency having\njurisdiction over the Property or the transactions contemplated hereby.\n\n                 (f)      Such instruments or documents as are necessary, or\nreasonably required by Midway or the Title Company, to evidence the status and\ncapacity of OrNda or the Partnership and the authority of the person or persons\nwho are executing the various documents on behalf of OrNda or either\nPartnership in connection with the purchase and sale transaction contemplated\nhereby.\n\n                 8.2      MIDWAY'S CLOSING OBLIGATIONS.  No later than one (1)\nday prior to the Closing Date, the parties shall hold a pre-closing, and upon\nClosing, Midway shall deliver to OrNda or the Partnerships, as the case may be,\nthe following:\n\n                 (a)      Wired funds to the account of the Title Company in\nthe amount of the Purchase Price, as adjusted pursuant to Article IX hereof.\n\n                 (b)      The Lease, duly executed and acknowledged by Midway.\n\n                 (c)      Such instruments as are necessary, or reasonably\nrequired by OrNda, the Partnerships or the Title Company to evidence the\nauthority of Midway to consummate the transactions contemplated hereby and to\nexecute and deliver the closing documents on the Midway's part to be delivered.\n\n                 8.3      TITLE COMPANY'S CLOSING OBLIGATIONS.  Upon the\nfunding of the Purchase Price by the Midway, the Title Company shall (a)\ndeliver to Midway the Title Policy or its irrevocable commitment to issue same,\n(b) cause the following documents to be recorded in the Office of the County\nRecorder of Los Angeles, California (the 'Recorder'): (i) the Deeds, (ii) the\nSHL Lease Termination Agreement, and (iii) the Memorandum of Lease, and (c) pay\nall recording fees and documentary transfer taxes in connection with the\nforegoing.\n\n                                   ARTICLE IX\n                              EXPENSES OF CLOSING\n\n                 9.1      ADJUSTMENTS.  There shall be no adjustment of taxes,\nassessments, water or sewer charges, gas, electric, telephone or other\nutilities, operating expenses, employment charges, premiums on insurance\npolicies, rents or other normally proratable items, it being agreed and\nunderstood by the Parties that the Subsidiary shall be obligated to pay such\nitems under the terms of the Lease.\n\n                 9.2      RENTS.  All deposits and prepaid rental collected and\nrequired to be held by Seller under the SHL Leases and all other credits due\nfrom the Partnerships shall be credited to OrNda.  The initial\n\n\n\n\n\n                                       9\n\nrent due by the Subsidiary under the Lease for the period from the Closing Date\nthrough April 30, 1994, shall be paid by Subsidiary upon Closing by wire\ntransfer to Midway.\n\n                 9.3      CLOSING COSTS.  Midway and OrNda shall pay their own\nattorneys' fees.  Midway shall be responsible for any additional survey work;\nOrNda shall be responsible for the survey costs payable by 'Buyer' to 'Seller'\nas provided in the Closing Agreements.  All other costs of the Closing shall be\npaid as set forth in the Closing Agreement.\n\n                                   ARTICLE X\n                              DEFAULT AND REMEDIES\n\n                 10.1     ORNDA'S DEFAULT; MIDWAY'S REMEDIES.\n\n                 (a)      OrNda's Default.  OrNda shall be deemed to be in\ndefault hereunder upon the occurrence of any one or more of the following\nevents: (i) any of OrNda's warranties or representations set forth herein shall\nbe untrue in any material aspect when made or at Closing; or (ii) OrNda shall\nfail in any material respect to meet, comply with, or perform any covenant,\nagreement or obligation on its part required within the time limits and in the\nmanner required in this Agreement.\n\n                 (b)      Midway's Remedies. In the event OrNda shall be deemed\nto be in default hereunder Midway may, as its sole remedy: terminate this\nAgreement by written notice delivered to OrNda on or before the Closing.\nMidway shall not be entitled to seek monetary damages from OrNda or assert any\nother remedy against OrNda.\n\n                 10.2     MIDWAY'S DEFAULT; ORNDA'S REMEDIES.\n\n                 (a)      Midway's Default.  Midway shall be deemed to be in\ndefault hereunder upon the occurrence of any one or more of the following\nevents: (i) any of Midway's warranties or representations set forth herein\nshall be untrue in any material respect when made or at Closing; or (ii) Midway\nshall fail in any material respect to meet, comply with, or perform any\ncovenant, agreement or obligation on its part within the time limits and in the\nmanner required in this Agreement.\n\n                 (b)      OrNda's Remedy.  In the event Midway shall be deemed\nto be in default hereunder, OrNda, as OrNda's sole and exclusive remedy for\nsuch default, shall be entitled to terminate this Agreement and all rights of\nMidway hereunder and to receive the Independent Consideration, it being agreed\nbetween Midway and OrNda that such sum shall be liquidated damages for a\ndefault of Midway hereunder because of the difficulty, inconvenience, and\nuncertainty of ascertaining actual damages for such default.\n\n                                   ARTICLE XI\n                                 MISCELLANEOUS\n\n                 11.1     SURVIVAL.  All of the representations, warranties,\ncovenants, agreements and indemnities (but not matters or items identified as\nconditions for parties' obligation to close) of OrNda and Midway contained in\nthis Agreement, to the extent not performed at the Closing, shall survive the\nClosing only to the extent provided herein and shall not be deemed to merge\nupon the acceptance of the Deeds by Midway.\n\n\n\n\n\n                                       10\n\n                 11.2     NOTICES.  All notices, requests and other\ncommunications under this Agreement shall be in writing and shall be delivered\nin person, or delivered by recognized overnight delivery service, addressed as\nfollows:\n\n                 If to Midway:\n\n                 MIDWAY ACQUISITION COMPANY, INC.\n                 One Perimeter Park South\n                 Suite 335S\n                 Birmingham, Alabama  35243\n                 Attention:  John W. McRoberts, President\n\n                 With a copy to:\n\n                 Mr. Thomas A. Ansley\n                 Sirote &amp; Permutt, P.C.\n                 2222 Arlington Avenue South\n                 Birmingham, Alabama  35205\n\n                 If intended for OrNda:\n\n                 ORNDA HEALTHCORP\n                 340 West End Avenue\n                 Suite 700\n                 Nashville, Tennessee  37023-1042\n                 Attention:  Russell Tonnies, Vice President \n                             and Treasurer\n\n                 With a copy to:\n\n                 Mr. Michael J. Kiely\n                 Skadden, Arps, Slate, Meagher &amp; Flom\n                 300 South Grand Avenue\n                 Los Angeles, California  90071\n\nor at such other address, and to the attention of such other person, as the\nparties shall give notice as herein provided. All such notices, requests and\nother communications shall be deemed to have been sufficiently given for all\npurposes hereof upon delivery if by hand or one day after deposit of a copy\nwith a recognized overnight delivery service.\n\n                 11.3     ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement\nembodies and constitutes the entire understanding between the parties with\nrespect to the transactions contemplated herein, and all prior or\ncontemporaneous agreements, understandings, representations and statements\n(oral or written) are merged into this Agreement. Neither this Agreement nor\nany provision hereof may be waived, modified, amended, discharged or terminated\nexcept by an instrument in writing signed by the Party against whom the\nenforcement of such waiver, modification, amendment, discharge or termination\nis sought, and then only to the extent set forth in such instrument.\n\n\n\n\n\n                                       11\n\n                 11.4     APPLICABLE LAW.  This Agreement and the transactions\ncontemplated hereby shall be governed by and construed in accordance with the\nlaws of the state in which the Property is located.\n\n                 11.5     CAPTIONS.  The captions in this Agreement are\ninserted for convenience of reference only and in no way define, describe, or\nlimit the scope or intent of this Agreement or any of the provisions hereof.\n\n                 11.6     BINDING EFFECT.  This Agreement shall be binding upon\nand shall inure to the benefit of the parties hereto and their respective\nheirs, executors, administrators, legal and personal representatives,\nsuccessors, and assigns.\n\n                 11.7     TIME IS OF THE ESSENCE.  With respect to all\nprovisions of this Agreement, time is of the essence. However, if the first\ndate of any period which is set out in any provision of this Agreement falls on\na day which is not a Business Day, then, in such event, the time of such period\nshall be extended to the next day which is a Business Day.\n\n                 11.8     WAIVER OF CONDITIONS.  Any Party may at any time or\ntimes, at its election, waive any of the conditions to its obligations\nhereunder, but any such waiver shall be effective only if contained in a\nwriting signed by such Party. No waiver by a Party of any breach of this\nAgreement or of any warranty or representation hereunder by the other Party\nshall be deemed to be a waiver of any other breach by such other Party (whether\npreceding or succeeding and whether or not of the same or similar nature), and\nno acceptance of payment or performance by a Party after any breach by the\nother Party shall be deemed to be a waiver of any breach of this Agreement or\nof any representation or warranty hereunder by such other Party, whether or not\nthe first Party knows of such breach at the time it accepts such payment or\nperformance. No failure or delay by a Party to exercise any right it may have\nby reason of the default of the other Party shall operate as a waiver of\ndefault or modification of this Agreement or shall prevent the exercise of any\nright by the first Party while the other Party continues to be so in default.\n\n                 11.9     BROKERS.  Midway and OrNda hereby represent to each\nother that neither has discussed this Agreement or the subject matter thereof\nwith any real estate broker or salesman so as to create any legal rights in any\nsuch broker or salesman to claim a real estate commission or similar fee with\nrespect to the purchase or sale of the Property.  Midway and OrNda each agree\nto defend, indemnify and hold the other harmless from any and all claims for\nany real estate commissions, leasing fees or similar fees arising out of or in\nany way relating to the purchase, sale or lease of the Property based on their\nrespective acts.\n\n                 11.10    RISK OF LOSS.  Until the Closing Date, the risk of\nloss as between the Parties of any portion of the Property shall be solely that\nof OrNda.  Risk of loss shall be that of Midway from and after the Closing\nDate, at which time OrNda shall deliver or cause to be delivered to Midway\npossession of the Property.\n\n                 11.11    NO ASSUMPTION OF LIABILITIES.  Midway shall not\nassume any of the existing liabilities, indebtedness, commitments or\nobligations of any nature whatsoever (whether fixed or contingent) of OrNda in\nrespect of the Property or otherwise, except those expressly assumed herein.\n\n                 11.12    NO LEGAL OR BENEFICIAL INTEREST.  The Parties\nacknowledge that OrNda has no legal or beneficial interest in the Property as\nof the date of this Agreement, other than any indirect interest following\ndelivery of the Deeds.\n\n\n\n\n\n                                       12\n\n                 11.13    COUNTERPARTS.  This Agreement may be executed in one\nor more counterparts, each of which shall be deemed an original, but all of\nwhich together shall constitute one and the same instrument.\n\n                 EXECUTED to be effective as of the Effective Date.\n\n                                    MIDWAY ACQUISITION COMPANY, INC.\n                                    an Alabama corporation\n                                    \n                                    \n                                               \/s\/ John W. McRoberts  \n                                    ------------------------------------------\n                                                   John W. McRoberts        \n                                                       President            \n                                                                              \n                                    Date             April 19, 1994           \n                                        --------------------------------------\n                                                                              \n                                    Midway's Tax Identification Number:       \n                                                                              \n                                                                              \n                                    ------------------------------------------\n                                                                              \n                                                                              \n                                    ORNDA HEALTHCORP                          \n                                    a Delaware corporation                    \n                                                                              \n                                                                              \n                                    By       \/s\/\n                                      ----------------------------------------\n                                                                              \n                                    Its            Vice President\n                                       ---------------------------------------\n                                                                              \n                                    Date            April 19, 1994\n                                        --------------------------------------\n                                                                              \n                                    OrNda's Tax Identification Number:        \n                                                                              \n                                                                              \n                                    ------------------------------------------\n\n\n\n\n                                       13\n\n                                LIST OF EXHIBITS\n\nExhibit A        -        Facility Property Description\nExhibit A-1      -        Parking Structure Property Description\nExhibit B        -        Sierra Closing Agreement\nExhibit B-1      -        Summit Closing Agreement\nExhibit C        -        Guaranty\nExhibit D        -        Lease\nExhibit E        -        Assignment of Rents and Leases\nExhibit F        -        Termination Agreement\nExhibit G        -        Allocation of Purchase Price\nExhibit H        -        Subsidiary's Opinion of Counsel\n\n\n\n\n\n\n\n\n\n                                    EXHIBITS\n\n                                       To\n\n                                   AGREEMENT\n\n                                 BY AND BETWEEN\n\n                               ORNDA HEALTHCORP,\n                             a Delaware corporation\n                                   ('OrNda')\n\n                                      AND\n\n                        MIDWAY ACQUISITION COMPANY, INC.\n                             an Alabama corporation\n                                   ('Midway')\n\n                                 April 19, 1994\n\n\n\n\n\n\n                                   EXHIBIT A\n\n                         FACILITY PROPERTY DESCRIPTION\n\n                 Lots 105, 106, 107, 108, and 109 of Tract 6421, in the City of\nLos Angeles, County of Los Angeles, State of California, as per map recorded in\nBook 70, Pages 92 and 93 of Maps, in the Office of the County Recorder of said\ncounty.\n\n                 Except from said Lot 106 that portion described as follows:\n\n                 Beginning at the Southeast corner of said lot; thence\nNortherly along the Easterly line of said Lot 59.02 feet; thence Westerly\nparallel with the Southerly line of said lot, 15.66 feet; thence Southerly 60\nfeet to a point in the Southeasterly line of said lot distant Westerly thereon\n27 feet from the point of beginning; thence Easterly along said Southerly line\n27 feet to the point of beginning.\n\n\n\n\n\n\n                                  EXHIBIT A-1\n\n                     PARKING STRUCTURE PROPERTY DESCRIPTION\n\n                 Lots 188, 189, 190, 191, and 192 of Tract No. 6421, in the\nCity of Los Angeles, in the County of Los Angeles, State of California, as per\nmap recorded in Book 70, Pages 92 and 93 of Maps, in the Office of the County\nRecorder of said County.\n\n\n\n\n\n\n                                   EXHIBIT B\n\n                            SIERRA CLOSING AGREEMENT\n\n\n\n\n\n\n                                  EXHIBIT B-1\n\n                            SUMMIT CLOSING AGREEMENT\n\n\n\n\n\n\n                                   EXHIBIT C\n\n                                    GUARANTY\n\n\n\n\n\n\n                                   EXHIBIT D\n\n                                     LEASE\n\n\n\n\n\n\n                                   EXHIBIT E\n\n                         ASSIGNMENT OF RENTS AND LEASES\n\n\n\n\n\n\n                                   EXHIBIT F\n\n                             TERMINATION AGREEMENT\n\n\n\n\n\n\n                                   EXHIBIT G\n\n                         ALLOCATION OF PURCHASE PRICE\n\n<font size=\"2\">                PERSONAL PROPERTY        $         0\n\n                INTANGIBLE PROPERTY      $         0\n\n                REAL PROPERTY            $20,400,000.00\n\n                FACILITY                 $17,420,000.00\n\n                PARKING STRUCTURE        $ 2,980,000.00\n\n\n\n\n\n\n<\/font>                                   EXHIBIT H\n\n                               OPINION OF COUNSEL\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9583,9579],"class_list":["post-41830","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41830","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41830"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41830"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41830"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41830"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}