{"id":41860,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-of-sale-and-purchase-greensburg-pa-mountain-view.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-sale-and-purchase-greensburg-pa-mountain-view","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/agreement-of-sale-and-purchase-greensburg-pa-mountain-view.html","title":{"rendered":"Agreement of Sale and Purchase (Greensburg, PA) &#8211; Mountain View Nursing Center Inc. and Crescent Capital of Pennsylvania Inc."},"content":{"rendered":"<pre>                         AGREEMENT OF SALE AND PURCHASE\n\n                                 BY AND BETWEEN\n\n                      MOUNTAIN VIEW NURSING CENTER, INC.,\n                           a Pennsylvania corporation\n                                   ('SELLER')\n\n                                      AND\n\n                    CRESCENT CAPITAL OF PENNSYLVANIA, INC.,\n                           a Pennsylvania corporation\n                                 ('PURCHASER')\n\n                                April 25, 1994\n\n\n\n\n\n\n\n\n                                                          TABLE OF CONTENTS\n                                                                                                                      \nARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1\n                                                                                                                          \nARTICLE II       AGREEMENTS TO SELL, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n         2.1     AGREEMENT TO SELL AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n         2.2     AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n                                                                                                                          \nARTICLE III      PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n         3.1     PAYMENT OF PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n         3.2     INDEPENDENT CONSIDERATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5\n                                                                                                                          \nARTICLE IV       ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         4.1     DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n         4.2     DUE DILIGENCE REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6\n                                                                                                                          \nARTICLE V        TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n         5.1     TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n         5.2     REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n         5.3     ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7\n                                                                                                                          \nARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         6.1     REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8\n         6.2     INDEMNITY OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10\n         6.3     COVENANTS OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11\n         6.4     REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . .   12\n                                                                                                                          \nARTICLE VII      CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         7.1     CONDITIONS TO THE PURCHASER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12\n         7.2     FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         7.3     CONDITIONS TO SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14\n         7.4     FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15\n                                                                                                                          \nARTICLE VIII     PROVISIONS WITH RESPECT TO THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15\n         8.1     SELLER'S CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15\n         8.2     PURCHASER'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n         8.3     TITLE COMPANY'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n                                                                                                                          \nARTICLE IX       EXPENSES OF CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n         9.1     ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n         9.2     CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16\n                                                                                                                          \nARTICLE X        DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n         10.1    SELLER'S DEFAULT; PURCHASER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n         10.2    PURCHASER'S DEFAULT; SELLER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n                                                                                                                          \nARTICLE XI       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n         11.1    SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17\n\n\n\n\n\n<font size=\"2\">                                                                                                                      \n         11.2    NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n         11.3    ENTIRE AGREEMENT; MODIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18\n         11.4    APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.5    CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.6    BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.7    EXTENSION OF DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.8    TIME IS OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.9    WAIVER OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.10   OFFER AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.11   BROKERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19\n         11.12   RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20\n         11.13   NO ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20\n         11.14   COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20\n<\/font>\n\n\n\n\n\n\n                         AGREEMENT OF SALE AND PURCHASE\n\n                 THIS AGREEMENT OF SALE AND PURCHASE (the 'Agreement') is made\nand entered into by and between MOUNTAIN VIEW NURSING CENTER, INC., a\nPennsylvania corporation (hereinafter referred to as 'Seller'), and CRESCENT\nCAPITAL OF PENNSYLVANIA, INC., a Pennsylvania corporation, and\/or its assigns\n(hereinafter referred to as 'Purchaser').  Seller and Purchaser are sometimes\ncollectively referred to herein as the 'Parties' and each of the Parties is\nsometimes singularly referred to herein as a 'Party'.\n\n                 WHEREAS, Seller is the owner of the Property (as hereinafter\ndefined), consisting of certain real property and improvements thereon located\nat ________________________, ________________ County, Pennsylvania, consisting\nof a licensed 137-bed long-term care facility containing 49,700 square feet\nsituated on 8.2 acres, more or less, as more particularly described on Exhibit\nA attached hereto and made a part hereof for all purposes by this reference;\nand\n\n                 WHEREAS, Seller desires to sell and Purchaser desires to\npurchase the Property, and simultaneously therewith, to enter into a lease\ntransaction pursuant to which Purchaser shall lease to Seller, and Seller shall\nlease from Purchaser, 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                 'Bill of Sale' means a bill or bills of sale in the form\nattached as Exhibit B hereto, and sufficient to transfer to Purchaser all of\nthe items set forth therein.\n\n                 'Business Agreement' means any management agreement, service\ncontract, easement, covenant, restriction or other agreement relating to the\noperation or maintenance of the Property.\n\n                 'Business Day(s)' means calendar days other than Saturdays,\nSundays and legal holidays.\n\n                 'Certificate of Non-Foreign Status' means a certificate dated\nas of the Closing Date, addressed to Purchaser and duly executed by Seller, in\nthe form of Exhibit C attached hereto.\n\n                 'Claim' means any obligation, liability, lien, encumbrance,\nloss, damage, cost, expense or claim, including, without limitation, any claim\nfor damage to property or injury to or death of any person or persons.\n\n                 'Closing' means the consummation of the sale and purchase\nprovided for herein, to be held at the offices of Sirote &amp; Permutt, P.C., 2222\nArlington Avenue South, Birmingham, Alabama or such other place as the Parties\nmay mutually agree.\n\n\n\n\n\n\n                 'Closing Certificate' means a certificate in the form of\nExhibit D wherein Seller shall represent that the representations and\nwarranties of Seller contained in this Agreement are true and correct as of the\nClosing Date as if made on and as of the Closing Date, except with respect to\nthose matters that may be disclosed in writing to and accepted by Purchaser\nprior to the Closing Date.\n\n                 'Closing Date' means the closing date to be set forth in the\nEscrow Agreement, but in no event later than June 30, 1994.\n\n                 'Deed' means a special (limited) warranty deed substantially\nin the form of Exhibit E attached hereto (as the same may be modified to comply\nwith local law and custom), executed by Seller, as grantor, in favor of\nPurchaser, as grantee, conveying the Land and Improvements to Purchaser,\nsubject only to the Permitted Exceptions.\n\n                 'Disclosure Schedule' has the meaning set forth in Section\n6.1(q).\n\n                 'Due Diligence Materials' means the information to be provided\nby Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.\n\n                 'Effective Date' means the later of the two dates on which\nthis Agreement is signed and all changes initialed by Seller and Purchaser, as\nindicated by their signatures below; provided that in the event only one Party\ndates its signature, then the date of its signature shall be the Effective\nDate.\n\n                 'Engineering Documents' means all site plans, surveys, soil\nand substrata studies, architectural drawings, plans and specifications,\nengineering plans and studies, floor plans, landscape plans, and other plans\nand studies that relate to the Land, the Improvements or the Fixtures and are\nin Seller's possession or control.\n\n                 'Escrow Agreement' has the meaning set forth in Section 8.1.\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                 'Fixtures' means all permanently affixed equipment, machinery,\nfixtures, and other items of real and\/or personal property, including all\ncomponents thereof, now and hereafter located in, on or used in connection\nwith, and permanently affixed to or incorporated into the Improvements,\nincluding, without limitation, all furnaces, boilers, heaters, electrical\nequipment, heating, plumbing, lighting, ventilating, refrigerating,\nincineration, air and water pollution control, waste disposal, air-cooling and\nair-conditioning systems and apparatus, sprinkler systems and fire and theft\nprotection equipment, and built-in vacuum, cable transmission, oxygen and\nsimilar systems, all of which, to the greatest extent permitted by law, are\nhereby deemed by the Parties hereto to constitute real estate, together with\nall replacements, modifications, alterations and additions thereto.\n\n                 'Guaranty' means a guaranty of performance of the Lease\nsubstantially in the form attached hereto as Exhibit F to be executed by\nSeller's corporate parent company, Integrated Health Systems, Inc., a Delaware\ncorporation.\n\n                 'Hazardous Materials' means any substance, including without\nlimitation, asbestos or any substance containing asbestos and deemed hazardous\nunder any Hazardous Materials Law, the group of\n\n\n\n\n\n                                       2\n\norganic compounds known as polychlorinated biphenyls, flammable explosives,\nradioactive materials, medical waste, chemicals known to cause cancer or\nreproductive toxicity, pollutants, effluents, contaminants, emissions or\nrelated materials and items included in the definition of hazardous or toxic\nwastes, materials or substances under any Hazardous Materials Law.\n\n                 'Hazardous Materials Law' means any law, regulation or\nordinance relating to environmental conditions, medical waste and industrial\nhygiene, including, without limitation, the Resource Conservation and Recovery\nAct of 1976 ('RCRA'), the Comprehensive Environmental Response, Compensation\nand Liability Act of 1980 ('CERCLA'), as amended by the Superfund Amendments\nand Reauthorization Act of 1986 ('SARA'), the Hazardous Materials\nTransportation Act, the Federal Water Pollution Control Act, the Clean Air Act,\nthe Clean Water Act, the Toxic Substances Control Act, the Safe Drinking Water\nAct, and all similar federal, state and local environmental statutes,\nordinances and the regulations, orders, or decrees now or hereafter promulgated\nthereunder.\n\n                 'Independent Consideration' means the sum of $100.00.\n\n                 'Improvements' means all buildings, improvements, structures\nand Fixtures now or on the Closing Date located on the Land, including, without\nlimitation, landscaping, parking lots and structures, roads, drainage and all\nabove ground and underground utility structures, equipment systems and other\nso-called 'infrastructure' improvements.\n\n                 'Intangible Property' means all intangible property or any\ninterest therein now or on the Closing Date owned or held by Seller in\nconnection with the Land, the Improvements or the Fixtures, or any business or\nbusinesses now or hereafter conducted by Seller thereon or with the use\nthereof, including any leases, Business Agreements, contract rights,\nagreements, trade names, water rights and reservations, zoning rights, business\nlicenses and warranties (including those relating to construction or\nfabrication) related to the Land, the Improvements or the Fixtures, or any part\nthereof, provided 'Intangible Property' shall not include the general corporate\ntrademarks, service marks, logos or insignia, accounts receivable or books and\nrecords of Seller.\n\n                 'IPO' has the meaning set forth in Section 7.1(k).\n\n                 'Land' means the real property more particularly described on\nExhibit A attached hereto and made a part hereof, together with all covenants,\nlicenses, privileges and benefits thereto belonging, and any easements,\nrights-of-way, rights of ingress or egress or other interests of Seller in, on,\nor to any land, highway, street, road or avenue, open or proposed, in, on,\nacross, in front of, abutting or adjoining such real property including,\nwithout limitation, any strips and gores adjacent to or lying between such real\nproperty and any adjacent real property.\n\n                 'Laws' means all federal, state and local laws, moratoria,\ninitiatives, referenda, ordinances, rules, regulations, standards, orders and\nother governmental requirements, including, without limitation, those relating\nto the environment, health and safety, disabled or handicapped persons.\n\n                 'Lease' means a lease agreement in the form set forth on\nExhibit G attached hereto and made a part hereof, which shall be executed and\ndelivered by Lessee and Purchaser at the Closing, and pursuant to the terms of\nwhich Purchaser shall lease the Property to Lessee following the Closing.\n\n                 'Party' or 'Parties' have the meanings set forth in the\npreamble to this Agreement.\n\n\n\n\n\n                                       3\n\n                 'Permits' means all permits, licenses, approvals,\nentitlements, notifications, determinations and other governmental and\nquasi-governmental authorizations including, without limitation, certificates\nof occupancy or need, required in connection with the ownership, planning,\ndevelopment, construction, use, operation or maintenance of the Property.  As\nused herein, 'quasi-governmental' shall include the providers of all utilities\nservices to the Property.\n\n                 'Permitted Exceptions' means those title exceptions or defects\nwhich are approved in writing by Purchaser pursuant to Article V of this\nAgreement.\n\n                 'Property' means, collectively, the Land and all rights,\ntitles, and appurtenant interests, the Improvements, the Fixtures, the\nIntangible Property, the Warranties, the Business Agreements and the\nEngineering Documents.  As used in the foregoing, 'appurtenant interests' shall\nmean those interests which pass by operation of law with the conveyance of the\nfee simple estate in the Land and Improvements.\n\n                 'Purchase Price' means an amount equal to $9,775,000.00.\n\n                 'Real Property' means the Land, the Improvements and the\nFixtures.\n\n                 'Review Period' has the meaning set forth in Section 5.2.\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 Seller's expense,\nat or within one week prior to Closing.\n\n                 'Seller's Personal Property' means all machinery, equipment,\nfurniture, furnishings, beds, computers, signage, trade fixtures or other\npersonal property and consumable inventory and supplies used or useful in the\nbusiness of the Seller operated on the Property, except for the Property.\n\n                 'Survey' means a current 'as-built' ALTA survey, certified to\nALTA requirements, prepared by an engineer or surveyor licensed in the State in\nwhich the Land is located acceptable to Purchaser, which shall: (a) include a\nlegal description of the Land by metes and bounds (which shall include a\nreference to the recorded plat, if any), and a computation of the area\ncomprising the Land in both acre, gross square feet and net square feet (to the\nnearest one-hundredth of said respective measurement); (b) accurately (upon\nSeller's belief, without inquiry) show the location on the Land of all\nimprovements, building and set-back lines, fences, evidence of abandoned\nfences, ponds, creeks, streams, rivers, officially designated 100-year flood\nplains and flood prone areas, canals, ditches, easements, roads, rights-of-way\nand encroachments; (c) be certified to the Purchaser, the Title Company, and\nany third-party lender designated by Purchaser; (d) legibly identify any and\nall recorded matters shown on the Title Commitment or on said survey by\nappropriate volume and page recording references and the survey shall show the\nlocation of all adjoining streets; and (e) be satisfactory to the Title Company\nso as to permit it to amend the standard exception for area and boundaries in\nthe Title Policy.\n\n                 'Title Commitment' means a current commitment issued by the\nTitle Company to the Purchaser pursuant to the terms of which the Title Company\nshall commit to issue the Title Policy to Purchaser in\n\n\n\n\n\n                                       4\n\naccordance with the provisions of this Agreement, and reflecting all matters\nwhich would be listed as exceptions to coverage on the Title Policy.\n\n                 'Title Company' means First American Title Insurance Company,\nwhose address is 6065 Roswell Road, N.E., Suite 120, Atlanta, Georgia\n30328-4011, Attention: Mr. Rob Reeder.\n\n                 'Title Policy' means an ALTA Extended Coverage Owner's Policy\nof Title Insurance (1970 Form B - 1990 revision), together with such\nendorsements thereto as are reasonably and customarily required by\ninstitutional purchasers of real property similar to the Property, with\nliability in the amount of the Purchase Price, dated as of the Closing Date,\nissued by the Title Company, insuring title to the fee interest in the Real\nProperty in Purchaser, subject only to the Permitted Exceptions and to the\nstandard printed exceptions included in the ALTA standard form owner's extended\ncoverage policy of title insurance, with the following modifications: (a) the\nexception for areas and boundaries shall be deleted; (b) the exception for ad\nvalorem taxes shall reflect only taxes for the current and subsequent years;\n(c) there shall be no general exception for visible and apparent easements or\nroads and highways or similar items (with any exception for visible and\napparent easements or roads and highways or similar items to be specifically\nreferenced to and shown on the Survey and also identified by applicable\nrecording information); and (d) all other exceptions shall be modified or\nendorsed in a manner reasonably acceptable to Purchaser.\n\n                 'Warranties' means all warranties, representations and\nguaranties with respect to the Property, whether express or implied, which\nSeller now holds or under which Seller is the beneficiary.\n\n                                   ARTICLE II\n                     AGREEMENTS TO SELL, PURCHASE AND LEASE\n\n                 2.1      AGREEMENT TO SELL AND PURCHASE.  On the Closing Date,\nSeller shall sell, convey, assign, transfer and deliver to Purchaser and\nPurchaser shall purchase, acquire and accept from Seller, the Property, for the\nPurchase Price and subject to the terms and conditions of this Agreement.  To\nthe extent permitted or required by law, Seller shall assign to Purchaser all\nof Seller's right, title and interest in and to the Permits.\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,\nPurchaser shall lease to Seller and Seller shall lease from Purchaser, 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 Purchaser delivering to the Title Company at the Closing a wire\ntransfer or other immediately available funds payable to the order of the Title\nCompany in the amount of the Purchase Price, subject to adjustment as provided\nin Article IX hereof.\n\n                 3.2      INDEPENDENT CONSIDERATION.  Within three Business\nDays following the Effective Date, Purchaser shall deliver to the Title\nCompany, in funds immediately forfeitable to Seller, the Independent\nConsideration, as independent consideration for any option granted to Purchaser\nby Seller herein, and based upon such consideration and the mutual covenants of\nSeller and Purchaser contained herein, Seller\n\n\n\n\n\n                                       5\n\nhereby agrees that any such option granted Purchaser is irrevocable and Seller\nshall not terminate said option without the prior written consent of Purchaser,\nexcept as may be expressly provided for herein.\n\n                                   ARTICLE IV\n                  ITEMS TO BE FURNISHED TO PURCHASER BY SELLER\n\n                 4.1      DUE DILIGENCE MATERIALS.  Within 15 days after the\nEffective Date unless otherwise indicated, Seller shall deliver to Purchaser or\nmake available to Purchaser at the Property for its review the following items:\n\n                 (a)      True, correct, complete and legible copies of all\nBusiness Agreements, Warranties, Permits, and Engineering Documents;\n\n                 (b)      An inventory of the Seller's Personal Property upon\n15 days' prior written request by Purchaser;\n\n                 (c)      True, correct, complete and legible copies of the\nfollowing items:\n\n                          (i)     all instruments evidencing, governing or\n                 securing the payment of any loans secured by the Property or\n                 related thereto;\n\n                          (ii)    unaudited balance sheets and income\n                 statements of the Seller for 1991, 1992 and 1993, certified as\n                 correct to the best knowledge of an officer or managing\n                 general partner of Seller, as the case may be;\n\n                          (iii)   any and all environmental studies or impact\n                 reports relating to the Property and in possession or control\n                 of Seller, if any, and any approvals, conditions, orders or\n                 declarations issued by any governmental authority relating\n                 thereto (such studies and reports shall include, but not be\n                 limited to, reports indicating whether the Property is or has\n                 been contaminated by Hazardous Materials);\n\n                          (iv)    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;\n\n                          (v)     all existing fire and extended coverage\n                 insurance policies and any other insurance policies pertaining\n                 to the Property; and\n\n                          (vi)    any and all litigation files with respect to\n                 any 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                 4.2      DUE DILIGENCE REVIEW.  During the Review Period\nPurchaser shall be entitled to review the Due Diligence Materials delivered or\nmade available by Seller to Purchaser pursuant to the provisions of Section 4.1\nabove.  If Purchaser shall, for any reason in Purchaser's sole discretion,\ndisapprove or be dissatisfied with any aspect of such information, or the\nProperty, then Purchaser shall be entitled to terminate this Agreement by\ngiving written notice thereof to Seller on or before the expiration of the\nReview Period, whereupon this Agreement shall automatically be rendered null\nand void, all moneys which have been delivered by Purchaser to Seller or the\nTitle Company (other than the Independent\n\n\n\n\n\n                                       6\n\nConsideration) shall be immediately returned to Purchaser and thereafter\nneither Party shall have any further obligations or liabilities to the other\nhereunder.  Alternatively, Purchaser may give written notice setting forth any\ndefect, deficiency or encumbrance and specify a time within which Seller may\nremedy or cure such matter (before or after the expiration of the Review\nPeriod). If any defect, deficiency or encumbrance, so noticed, is not satisfied\nor resolved to the satisfaction of Purchaser, in Purchaser's sole discretion,\nwithin the time period specified in such written notice, this Agreement shall\nautomatically terminate as provided in this section.  If no such notice is\ntimely given, then Purchaser shall be deemed to have waived its right to so\nterminate.  Also, Purchaser shall treat the Due Diligence Materials as\nconfidential and shall use them solely for the purpose of evaluating the\nProperty.  If this Agreement is terminated, Purchaser shall promptly redeliver\nto Seller all Due Diligence Materials and shall not retain any copies, extracts\nor other reproductions in whole or in part of the Due Diligence Materials.\n\n                                   ARTICLE V\n                                TITLE AND SURVEY\n\n                 5.1      TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY.\nWithin 15 days after the Effective Date, Seller shall deliver or cause to be\ndelivered to Purchaser, the Title Commitment, Exception Documents, Survey, and\nSearch Reports.\n\n                 5.2      REVIEW PERIOD.  Purchaser shall have the right to\nreview the Title Commitment, Exception Documents, Search Reports and Survey for\na period of 30 days from the date of Purchaser's receipt of the last of such\nitems (the 'Review Period'). In the event any matters appear therein that are\nunacceptable to Purchaser, Purchaser shall, within the Review Period notify\nSeller in writing of such fact. Upon the expiration of said Review Period,\nPurchaser shall be deemed to have accepted all exceptions to title referenced\non Exhibit H attached hereto and in the Title Commitment and all matters shown\non the Survey except for matters which are the subject of a notification made\nunder the preceding sentence, and such accepted exceptions shall be included in\nthe term 'Permitted Exceptions' as used herein; provided that in no event shall\nany of the items listed on Schedule B-1 or C of the Title Commitment constitute\nPermitted Exceptions for purposes hereof.  In the event that Purchaser objects\nto any such matters within the Review Period, Seller shall have 30 days from\nreceipt of such notice within which to eliminate or modify any such\nunacceptable exceptions or items. In the event that Seller is unable to\neliminate or modify such unacceptable items to the satisfaction of Purchaser on\nor before the expiration of said 30-day period, Purchaser may either (a) waive\nsuch objections and accept title to the Property subject to such unacceptable\nitems (which items shall then be deemed to constitute part of the 'Permitted\nExceptions'), or (b) terminate this Agreement by written notice to Seller,\nwhereupon this Agreement shall automatically be rendered null and void, all\nmoneys which have been delivered by Purchaser to Seller or the Title Company\n(other than the Independent Consideration) shall be immediately returned to\nPurchaser, and thereafter neither Party shall have any further obligations or\nliabilities to the other hereunder.\n\n                 5.3      ADDITIONAL EXCEPTIONS.  In the event that at any time\nthe Title Commitment, Exception Documents, Survey or Search Reports are\nmodified (other than the deletion or elimination of any item as to which\nPurchaser has made an objection), Purchaser shall have the right to review and\napprove or disapprove any such modification and to terminate this Agreement in\nthe event that Seller is unable to eliminate any such matters to the\nsatisfaction of Purchaser in accordance with the provisions of Section 5.2\nabove, except that Purchaser's Review Period as to such additional items shall\nbe for a period expiring on the date that is the earlier to occur of (a) 15\ndays following the date of Purchaser's receipt of such modification, and (b)\nthe Closing Date, and all other time periods referred to in Section 5.2 shall\n\n\n\n\n\n                                       7\n\nexpire on the date that is the earlier of (i) the final day of the specified\ntime period as set forth therein, and (ii) the Closing Date.\n\n                                   ARTICLE VI\n             REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS\n\n                 6.1      REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce\nPurchaser to enter into this Agreement and to purchase the Property, Seller\nrepresents and warrants to Purchaser, to the best of its knowledge, as follows:\n\n                 (a)      Seller has and at the Closing Seller will have, and\nwill convey, transfer and assign to Purchaser, good, marketable, fee simple and\ninsurable title to the Land, free and clear of any deeds of mortgages, liens,\nencumbrances, leases, tenancies, licenses, chattel mortgages, conditional sales\nagreements, security interests, covenants, conditions, restrictions, judgments,\nrights-of-way, easements, encroachments and any other matters affecting title\nor use of the Property, except for the Permitted Exceptions.\n\n                 (b)      Seller 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, and\nthe joinder of no person or entity will be necessary to convey the Property\nfully and completely to Purchaser at Closing and to lease the Property from\nPurchaser following Closing. The execution by Seller of this Agreement and the\nconsummation by Seller of the transactions contemplated hereby do not, and at\nthe Closing will not result in a 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 would ripen into a default under any indenture, agreement, instrument or\nobligation to which Seller is a party or by which the Property or any portion\nthereof is bound; and does not and at the Closing will not, constitute a\nviolation of any order, rule or regulation applicable to Seller or any portion\nof the Property of any court or of any federal or state or municipal regulatory\nbody or administrative agency or other governmental body having jurisdiction\nover Seller or any portion of the Property.\n\n                 (c)      There are no adverse or other parties in possession\nof the Property or of any part thereof and no party has been granted any\nlicense, lease or other right relating to the use or possession of the\nProperty, other than the patients of Seller.\n\n                 (d)      No notice has been received by Seller and Seller is\nnot aware of any person having received notice from any insurance company that\nhas issued a policy with respect to any portion of the Property or from any\nboard of fire underwriters (or other body exercising similar functions),\nclaiming any defects or deficiencies or requiring the performance of any\nrepairs, replacements, alterations or other work and no such notice will have\nbeen received which shall not have been cured, except as disclosed to Purchaser\nin writing and accepted.\n\n                 (e)      No pending condemnation, eminent domain, assessment\nor similar proceeding or charge affecting the Property or any portion thereof\nexists.  Seller has not received any notice of a proposed increase in the\nassessed valuation of the Property.\n\n                 (f)      All of the Improvements (including all utilities)\nhave been substantially completed and installed and are being used\nsubstantially in accordance with all applicable Laws, including the plans and\nspecifications approved by the governmental authorities having jurisdiction to\nthe extent applicable.\n\n\n\n\n\n                                       8\n\nPermanent certificates of occupancy, all licenses, permits, authorizations and\napprovals required by all governmental authorities having jurisdiction, and the\nrequisite certificates of the local board of fire underwriters (or other body,\nexercising similar functions) have been issued for the Improvements, all of the\nsame will be in full force and effect. The Improvements, as designed and\nconstructed, comply with all statutes, restrictions, regulations and ordinances\napplicable thereto in all material respects.  There are not any material\nstructural defects in any of the buildings or other Improvements constituting\nthe Property.  The Improvements, all heating, electrical, plumbing and drainage\nat, or servicing, the Property and all facilities and equipment relating\nthereto are in good condition and working order and adequate in quantity and\nquality for the normal operation of the Property.  No material part of the\nProperty has been destroyed or damaged by fire or other casualty.\n\n                 (g)      The existing water, sewer, gas and electricity lines,\nstorm sewer and other utility systems on the Land are adequate to serve the\nutility needs of the Property.  All utilities required for the operation of the\nImprovements will enter the Land through adjoining public streets or through\nadjoining private land in accordance with valid public or private easements\nthat will inure to the benefit of Purchaser.  All approvals, licenses and\npermits required for said utilities have been obtained and are in force and\neffect. All of said utilities are installed and operating, all installation and\nconnection charges have been paid in full, and the right to the return of any\ndeposit or contribution in connection therewith shall inure to Purchaser.\n\n                 (h)      No work has been performed or is in progress at the\nProperty, and no materials will have been delivered to the Property that might\nreasonably be expected to provide the basis for a mechanic's, materialmens' or\nother lien against the Property or any portion thereof.\n\n                 (i)      There will exist no service contracts, management or\nother agreements applicable to the Property other than the Business Agreements\nfurnished to Purchaser pursuant to Section 4.1.\n\n                 (j)      No material default or breach exists under any of the\nBusiness Agreements on the part of the Seller, or any of the covenants,\nconditions, restrictions, rights-of-way or easements affecting the Property or\nany portion thereof.\n\n                 (k)      The Property has free and unimpeded access to\npresently existing public highways and\/or roads (either directly or by way of\nperpetual easements), and all approvals necessary therefor have been obtained\nand are in full force and effect.  No fact or condition exists which would\nresult in the termination of the current access from the Property to any\npresently existing public highways and\/or roads adjoining or situated on the\nProperty.\n\n                 (l)      Seller has obtained all Permits necessary or\nappropriate to use and operate the Property as a 167-bed long-term health care\nfacility for the care and treatment of humans as currently being operated by\nSeller each of such Permits being more fully described on Exhibit I attached\nhereto.  All Permits have been validly issued, all requirements for such\nPermits are fully implemented and no objections to the Permits have been filed\nby any person or entity and the period for filing any such objections to the\nPermits have elapsed and no further statutory or regulatory rights to appeal,\nobject or review the issuance of the Permits exist under the laws of the State\nwhere the Property is located.\n\n                 (m)      Other than with respect to activities in connection\nwith or conditions arising strictly from customary and ordinary use or\nmaintenance of the Property by Seller in full compliance with any or all\nHazardous Materials Law or matters which have been disclosed to Purchaser in\nany of the Due Diligence\n\n\n\n\n\n                                       9\n\nMaterials, Seller is unaware of (i) any Hazardous Materials installed, used,\ngenerated, manufactured, treated, handled, refined, produced, processed, stored\nor disposed of, or otherwise on or under the Property; (ii) any activity being\nundertaken on the Property which could cause (a) the Property to become a\nhazardous waste treatment, storage or disposal facility within the meaning of,\nor otherwise bring the Property within the ambit of any Hazardous Materials\nLaw, (b) a release or threatened release of Hazardous Materials from the\nProperty within the meaning of, or otherwise bring the Property within the\nambit of any Hazardous Materials Law or (c) the discharge of Hazardous\nMaterials into any watercourse, body of surface or subsurface water or wetland,\nor the discharge into the atmosphere of any Hazardous Materials which would\nrequire a permit under any Hazardous Materials Law; (iii) any activity\nundertaken with respect to the Property which would cause a violation or\nsupport a claim under any Hazardous Materials Law; (iv) any investigation,\nadministrative order, litigation or settlement with respect to any Hazardous\nMaterials, being threatened or in existence with respect to the Property; (v)\nany notice being served on Seller from any entity, governmental body or\nindividual claiming any violation of any Hazardous Materials Law, or requiring\ncompliance with any Hazardous Materials Law, or demanding payment or\ncontribution for the environmental damage or injury to natural resources.\nSeller has not obtained and is not required to obtain, and Seller has no\nknowledge of any reason Purchaser will be required to obtain, any permits,\nlicenses, or similar authorizations to occupy, operate or use the Improvements\nor any part of the Property by reason of any Hazardous Materials Law.\n\n                 (n)      The Purchase Price is being allocated to the Real\nProperty and the portion of the Property which is considered to personal\nproperty as set forth on Exhibit J attached hereto.\n\n                 (o)      There are no attachments, executions, assignments for\nthe benefit of creditors, or voluntary or involuntary proceedings in bankruptcy\nor under any other debtor relief laws contemplated by or pending or, threatened\nagainst Seller or the Property.\n\n                 (p)      All documents and information delivered by Seller to\nPurchaser pursuant to the provisions of this Agreement are true, correct and\ncomplete in all material respects as of the date hereof and will be correct and\ncomplete in all material respects as of the Closing Date, except as set forth\nin this Agreement and in the disclosure schedule accompanying this Agreement\nand initialled by the Parties (the 'Disclosure Schedule').  The Disclosure\nSchedule will be arranged in paragraphs corresponding to the lettered\nparagraphs in this Section 6.1 and Section 6.3.  From time to time after the\nexecution of this Agreement until the Closing, Seller shall deliver to\nPurchaser one or more supplemental schedules setting forth all changes in the\nschedules, and in previously delivered supplemental schedules, if any, and in\nany of the representations and warranties made herein whether or not previously\nmodified by a schedule, arising out of matters discovered or occurring prior to\nthe Closing.  Purchaser and its counsel shall have 30 days to object in writing\nto any material information in any supplemental schedule; failure by Purchaser\nto notify Seller within such 30-day period of any objection to information\nprovided in the supplemental schedule prior to the Closing shall be deemed to\nbe approval thereof.\n\n                 6.2      INDEMNITY OF SELLER.  Subject to the provisions\nprovided hereafter limiting the liability of Seller, Seller hereby agrees to\nindemnify and defend, at its sole cost and expense, and hold Purchaser, its\nsuccessors and assigns, harmless from and against and to reimburse Purchaser\nwith respect to any and all claims, demands, actions, causes of action, losses,\ndamages, liabilities, costs and expenses (including, without limitation,\nreasonable attorneys' fees and court costs) of any and every kind or character,\nknown or unknown, fixed or contingent, asserted against or incurred by\nPurchaser at any time and from time to time by reason of or arising out of (a)\nthe breach of any representation or warranty of Seller set forth in this\nAgreement, (b) the failure of Seller, in whole or in part, to perform any\nobligation required to be\n\n\n\n\n\n                                       10\n\nperformed by Seller pursuant to Section 6.1 or (c) except for the matters\ndisclosed herein or in the Disclosure Schedule the ownership, construction,\noccupancy, operation, use and maintenance of the Property prior to the Closing\nDate.  This obligation of indemnity shall remain in effect only for the term of\nthe Lease, but notwithstanding such limitation, otherwise it shall be without\nlimitation with respect to the violation on or before the Closing Date of any\nHazardous Material Law in effect on or before the Closing Date and any and all\nmatters arising out of any act, omission, event or circumstance existing or\noccurring on or prior to the Closing Date (including, without limitation, the\npresence on the Property or release from the Property of Hazardous Materials\ndisposed of or otherwise released prior to the Closing Date) which results in a\nviolation of a Hazardous Materials Law, regardless of whether the act,\nomission, event or circumstance constituted a violation of any Hazardous\nMaterials Law at the time of its existence or occurrence.  The provisions of\nthis Section 6.2 shall survive the Closing of the transaction contemplated by\nthis Agreement and shall continue thereafter in full force and effect for the\nbenefit of Purchaser, its successors and assigns. However, notwithstanding any\nprovision of this Agreement to the contrary, Purchaser may exercise any right\nor remedy Purchaser may have at law or in equity should Seller fail to meet,\ncomply with or perform its indemnity obligations required by this Section 6.2.\n\n                 6.3      COVENANTS OF SELLER.  Seller covenants and agrees\nwith Purchaser, from the Effective Date until the Closing or earlier\ntermination of this Agreement:\n\n                 (a)      Seller shall cause to be maintained in full force\nfire and extended coverage insurance upon the Property and public liability\ninsurance with respect to damage or injury to persons or property occurring on\nor relating to operation of the Property in substantially the amounts as are\nmaintained by Seller on the date of this Agreement.\n\n                 (b)      Seller shall not create or voluntarily permit to be\ncreated any liens, easements or other encumbrances affecting any portion of the\nProperty or the uses thereof without the prior written consent of Purchaser.\n\n                 (c)      Seller will pay, as and when due, all interest and\nprincipal and all other charges payable under any indebtedness secured by the\nProperty of Seller from the date hereof until Closing and will not knowingly\nsuffer or permit any material default or amend or modify the documents\nevidencing or securing any such indebtedness of Seller to institutional lenders\nwithout the prior consent of Purchaser.\n\n                 (d)      Seller will: (i) give to Purchaser, its attorneys,\naccountants and other representatives, during normal business hours and as\noften as may be requested, full access to the Property and to all books,\nrecords and files (but excluding information which may be protected by the\nattorney-client privilege) relating to the Property; (ii) furnish to Purchaser\nall information concerning the Property which the Purchaser, its attorneys,\naccountants or other representatives will reasonably request; and (iii) furnish\nto Purchaser, if Purchaser deems necessary, its attorneys, accountants and\nother representatives, all information necessary for an audit to be conducted\nwith respect to the operations of the Property for the 36-month period\npreceding the Closing, including, without limitation, the general ledger, check\nregister, cash receipts and disbursement journals, bank statements, invoices\nrelating to direct operating expenses, ad valorem tax statements, payroll\nrecords, schedule of accounts payable, schedule of accounts receivable; and\n(iv) cooperate with Purchaser, in the conducting of such audit to the extent\nthat it does not materially interfere with Seller's business or require any\nsubstantial out-of-pocket expense and will deliver to the accountants\nconducting such audit such information known to Seller as may be reasonably\nrequired addressing, among other things, any irregularities or undisclosed\nclaims or liabilities that could have a\n\n\n\n\n\n                                       11\n\nmaterial effect on the results of the audit. Any information furnished to\nPurchaser hereunder shall be subject to the confidentiality provisions\ncontained in Section 4.2.\n\n                 (e)      Seller shall not remove any Seller's Personal\nProperty from the Land or Improvements which is necessary for the operation of\nthe Property as a long term care facility without replacing same with\nsubstantially similar items of equal or greater value.\n\n                 6.4      REPRESENTATIONS, WARRANTIES AND COVENANTS OF\nPURCHASER.  Purchaser represents and warrants to Seller that:\n\n                 (a)      Purchaser has duly and validly authorized and\nexecuted this Agreement, and has full right, power and authority to enter into\nthis Agreement and to consummate the actions provided for herein, and the\njoinder of no person or entity will be necessary to purchase the Property from\nSeller at Closing, and to lease the Property to Seller following Closing.\n\n                 (b)      The execution by Purchaser of this Agreement and the\nconsummation by Purchaser of the transactions contemplated herein do not, and\nat the Closing will not, result in any breach of any of the terms or provisions\nof or constitute a default or a condition which upon notice or lapse of time or\nboth would ripen into a default under any indenture, agreement, instrument or\nobligation to which Purchaser is a party; and does not constitute a violation\nof any order, rule or regulation applicable to Purchaser 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\nPurchaser.\n\n                 (c)      Purchaser shall indemnify and hold Seller harmless\nfrom and against any claims for any brokerage fee or commission, finder's fee\nor financial advisory fee arising from or related to the transactions\ncontemplated by this Agreement and which is asserted by any person or entity\nclaiming to have acted as agent or a representative of Purchaser.\n\n                 (d)      All documents and information delivered by Purchaser\nto Seller 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 and in the Disclosure\nSchedule.  From time to time after the execution of this Agreement until the\nClosing, Purchaser shall deliver to Seller one or more supplemental schedules\nsetting forth all changes in the schedules, and in previously delivered\nsupplemental schedules, if any, and in any of the representations and\nwarranties made herein whether or not previously modified by a schedule,\narising out of matters discovered or occurring prior to the Closing.  Seller\nand its counsel shall have 30 days to object in writing to any material\ninformation in any supplemental schedule; failure by Seller to notify Purchaser\nwithin such 30-day period of any objection to information provided in the\nsupplemental schedule prior to the Closing shall be deemed to be approval\nthereof.\n\n                                  ARTICLE VII\n             CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS\n\n                 7.1      CONDITIONS TO THE PURCHASER'S OBLIGATIONS.  The\nobligations of Purchaser to purchase the Property from Seller and to consummate\nthe transactions contemplated by this Agreement are subject to the\nsatisfaction, as of the Closing, of each of the following conditions:\n\n\n\n\n\n                                       12\n\n                 (a)      All of the representations and warranties of Seller\nset forth in this Agreement shall be true as of the Closing in all material\nrespects except for changes expressly permitted or contemplated by the terms of\nthis Agreement.\n\n                 (b)      Seller 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 Seller prior to, or as\nof, the Closing.\n\n                 (c)      Seller shall not be in receivership or dissolution or\nhave made any assignment for the benefit of creditors, or admitted in writing\nits inability to pay its debts as they mature, or have been adjudicated as\nbankrupt, or have filed a petition in voluntary bankruptcy, a petition or\nanswer seeking reorganization or an arrangement with creditors under the\nfederal bankruptcy law or any other similar law or statute of the United States\nor any state and no such petition shall have been filed against it.\n\n                 (d)      No material or substantial change shall have occurred\nwith respect to the condition, financial or otherwise, of the Property or the\nSeller.\n\n                 (e)      Neither the Property nor any part thereof or interest\ntherein shall have been taken by execution or other process of law in any\naction prior to Closing.\n\n                 (f)      Seller shall have obtained and delivered to Purchaser\na current report, dated no more than ten days prior to this Agreement, from a\nlicensed pest control company reasonably acceptable to Purchaser, and which\nmust show the Property to be free of all termite, or other destructive insect\nand pest infestation, dry rot, fungus or other destructive agency infestation.\n\n                 (g)      Purchaser shall be reasonably satisfied with its\ninspection of the Property with respect to the physical condition thereof by\nagents or contractors selected by Purchaser.\n\n                 (h)      Purchaser shall have received, in form acceptable to\nPurchaser, evidence of compliance by the Property with all Permits and such\nother permits, approvals, agreements and authorizations as are required for the\noperation of the Property for the current and intended use and the transaction\ncontemplated by this Agreement and the Lease.\n\n                 (i)      All necessary approvals, consents, estoppel\ncertificates and the like of third parties to the validity and effectiveness of\nthe transactions contemplated hereby shall have been obtained.\n\n                 (j)      Purchaser shall be reasonably satisfied that the\nProperty is in good condition and repair as reasonably required for the proper\noperation and use thereof in compliance with applicable Laws and the\nrequirements of applicable accreditation and licensing authorities.\n\n                 (k)      Purchaser shall have been successful in causing the\nformation of a real estate investment trust whose interests have been sold to\nthe public and in connection therewith has raised capital in an amount not less\nthan $100,000,000.00 (the 'IPO').\n\n                 (l)      Purchaser shall be satisfied with all matters\nregarding title and survey pursuant to Article V hereof.\n\n\n\n\n\n                                       13\n\n                 (m)      The Purchaser shall have obtained an environmental\nsite assessment report covering the Property in form and content acceptable to\nPurchaser.\n\n                 (n)      No portion of the Property shall have been destroyed\nby fire or casualty.\n\n                 (o)      No condemnation, eminent domain or similar\nproceedings shall have been commenced or threatened with respect to any portion\nof the Property.\n\n                 (p)      Purchaser shall have received an appraisal\nsatisfactory to Purchaser in all respects in Purchaser's sole discretion,\nincluding without limitation, a fair market value substantially equivalent to\nthe Purchase Price.\n\n                 (q)      Seller shall have provided such representations,\nwarranties and consents as may be required by law or regulation in connection\nwith any public offering of stock by Purchaser, including but not limited to\ninclusion of financial statements, financial information and other required\ninformation concerning Seller, or any affiliate in any United States Securities\nand Exchange Commission filings.\n\n                 7.2      FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS.  In\nthe event any one or more of the conditions to Purchaser's obligations are not\nsatisfied in whole or in part as of the Closing, Purchaser, at Purchaser's\noption, shall be entitled to: (a) terminate this Agreement by giving written\nnotice thereto to Seller, whereupon all moneys which have been delivered by\nPurchaser to Seller or the Title Company (other than the Independent\nConsideration) shall be immediately refunded to Purchaser and neither Purchaser\nnor Seller shall have any further obligations or liabilities hereunder; (b)\nwaive such failure of condition and proceed to Closing hereunder; or (c) pursue\nsuch other remedies as may be available to Purchaser; provided that in the\nevent the unsatisfied condition to the Purchaser's obligations is the failure\nto close of the IPO and Seller is not in breach of its obligations hereunder,\nthen Purchaser shall pay all of the costs incurred in connection with the items\notherwise to be paid by Seller pursuant to Section 9.2 hereof, except for\nSeller's attorneys' fees.\n\n                 7.3      CONDITIONS TO SELLER'S OBLIGATIONS.  The obligations\nof Seller to sell the Property to Purchaser and to consummate the transactions\ncontemplated by this Agreement are subject to the satisfaction, as of the\nClosing Date, of each of the following conditions:\n\n                 (a)      The representations and warranties of Purchaser\ncontained herein shall be in all material respects true and accurate as of the\nClosing Date.\n\n                 (b)      Purchaser shall have delivered, performed, observed\nand complied 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 Purchaser as of the\nClosing Date.\n\n                 (c)      No statute, rule, regulation, order, decree or\ninjunction shall have been enacted, entered, promulgated or enforced by any\ncourt of competent jurisdiction or United States governmental authority which\nprohibits the consummation of the transactions contemplated by this Agreement.\n\n                 (d)      All action required to be taken by the Seller 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\n\n\n\n                                       14\n\n                 (e)      Seller shall have received duly executed copies of\nall required Permits and\/or necessary consents and approvals in form and\nsubstance satisfactory to Seller of third parties to the validity and\neffectiveness of the transactions contemplated by this Agreement.\n\n                 7.4      FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS.  In\nthe event any one or more of the conditions to Seller's obligations are not\nsatisfied in whole or in part as of the Closing, Seller, at Seller's option,\nshall be entitled to: (a) terminate this Agreement by giving written notice\nthereto to Purchaser, whereupon all moneys which have been delivered by\nPurchaser to Seller or the Title Company (other than the Independent\nConsideration) shall be immediately refunded to Purchaser and Purchaser shall\npay the expenses incurred in connection with any appraisal, survey or title\ncommitment and neither Purchaser nor Seller shall have any further obligations\nor liabilities hereunder; or (b) waive such failure of conditions and proceed\nto Closing hereunder.\n\n                                  ARTICLE VIII\n                     PROVISIONS WITH RESPECT TO THE CLOSING\n\n                 8.1      SELLER'S CLOSING OBLIGATIONS.  Seller and Purchaser\nshall enter into a mutually acceptable escrow agreement (the 'Escrow\nAgreement') with the Title Company prior to the Closing.  The Escrow Agreement\nwill require the Title Company to close the transaction pending closing of the\nIPO and funding of the transaction contemplated hereby; provided that Closing\nshall occur no later than June 30, 1994.  Upon the execution of the Escrow\nAgreement, Seller shall furnish and deliver to the Title Company for delivery\nto Purchaser pursuant to instructions in the Escrow Agreement, the following:\n\n                 (a)      The Deed, Title Commitment obligating the Title\nCompany to issue the Title Policy subject only to the Permitted Exceptions,\nBill of Sale, Certificate of Non-Foreign Status, Closing Certificate, the\nGuaranty, the Lease Assignment and the Lease, each duly executed and\nacknowledged by Seller, or IHS, as the case may be.\n\n                 (b)      An affidavit, agreement and indemnity executed by\nSeller and dated as of the Closing Date, stating that there are no unpaid debts\nfor any work that has been done or materials furnished to the Property prior to\nand as of Closing and stating that Seller shall indemnify, save and protect\nPurchaser and its assigns harmless from and against any and all Claims,\nincluding courts costs and reasonable attorneys' fees related thereto, arising\nout of, in connection with, or resulting from the same, up to and including the\nClosing Date, in form and substance mutually acceptable to Seller and\nPurchaser.\n\n                 (c)      Certificates of casualty and fire insurance for the\nProperty as required pursuant to the Lease showing Purchaser as additional\ninsured and loss payee thereunder, with appropriate provisions for prior notice\nto Purchaser in the event of cancellation or termination of such policies.\n\n                 (d)      Updated Search Reports, dated not more than five days\nprior to Closing, evidencing no UCC-1 Financing Statements or other filings in\nthe name of Seller with respect to the Property.\n\n                 (e)      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\n\n\n\n                                       15\n\n                 (f)      Any and all transfer declarations or disclosure\ndocuments, duly executed by the appropriate parties, required in connection\nwith the Deed by any state, county or municipal agency having jurisdiction over\nthe Property or the transactions contemplated hereby.\n\n                 (g)      An opinion of Seller's counsel, dated as of the\nClosing Date, in form and substance satisfactory to Purchaser, with respect to\nsuch matters as Purchaser may reasonably request, including without limitation,\nthe matters set forth in Sections 6.1(k) and 7.1(h) hereof.\n\n                 (h)      Such instruments or documents as are necessary, or\nreasonably required by Purchaser or the Title Company, to evidence the status\nand capacity of Seller and IHS and the authority of the person or persons who\nare executing the various documents on behalf of Seller and IHS in connection\nwith the purchase and sale transaction contemplated hereby.\n\n                 (i)      Such other documents as are reasonably required by\nPurchaser or the Title Company to carry out the terms and provisions of this\nAgreement or the Escrow Agreement.\n\n                 8.2      PURCHASER'S CLOSING OBLIGATIONS.  Upon the execution\nof the Escrow Agreement, Purchaser shall deliver to the Title Company for\ndelivery to Seller pursuant to the terms of the Escrow Agreement:\n\n                 (a)      The Lease duly executed and acknowledged by Purchaser.\n\n                 (b)      Such instruments as are necessary, or reasonably\nrequired by Seller or the Title Company to evidence the authority of Purchaser\nto consummate the purchase and sale action contemplated hereby and to execute\nand deliver the closing documents on the Purchaser's part to be delivered.\n\n                 (c)      Such other documents as are reasonably required by\nSeller or the Title Company to carry out the terms and provisions of this\nAgreement or the Escrow Agreement.\n\n                 8.3      TITLE COMPANY'S CLOSING OBLIGATIONS.  At the Closing,\nthe Title Company shall deliver to Seller the items and documents specified in\nSection 8.2 and to Purchaser the items and documents specified in Section 8.1\nupon disbursement to the Title Company of collected funds in the amount of the\nPurchase Price from the closing of the IPO.\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 Seller shall be obligated to pay such items\nunder the terms of the Lease.\n\n                 9.2      CLOSING COSTS.  Purchaser shall pay its own\nattorneys' fees.  Seller shall pay all other costs of closing, including\nwithout limitation all title examination fees and premiums for the Title\nPolicy, the Search Reports, the Survey, any environmental reports, any\nappraisals, any and all state, municipal or other documentary or transfer taxes\npayable in connection with the delivery of any instrument or document provided\nin or contemplated by this Agreement or any agreement or commitment described\nor referred to herein, and the charges for or in connection with the recording\nand\/or filing of any instrument\n\n\n\n\n\n                                       16\n\nor document provided herein or contemplated by this Agreement or any agreement\nor document described or referred to herein.\n\n                                   ARTICLE X\n                              DEFAULT AND REMEDIES\n\n                 10.1     SELLER'S DEFAULT; PURCHASER'S REMEDIES.\n\n                 (a)      Seller's Default.  Seller shall be deemed to be in\ndefault hereunder upon the occurrence of any one or more of the following\nevents: (i) any of Seller's warranties or representations set forth herein\nshall be untrue in any material aspect when made or at Closing; or (ii) Seller\nshall fail in any material respect to meet, comply with, or perform any\ncovenant, agreement or obligation on its part required within the time limits\nand in the manner required in this Agreement.\n\n                 (b)      Purchaser's Remedies. In the event Seller shall be\ndeemed to be in default hereunder Purchaser may, as its sole remedies: (i)\nterminate this Agreement by written notice delivered to Seller on or before the\nClosing; or (ii) in the event that Seller shall willfully refuse to close the\nsale and only in such event, enforce specific performance of this Agreement\nagainst Seller including Purchaser's reasonable costs and attorneys fees in\nconnection therewith.  It is understood and agreed that termination or specific\nperformance as provided in (i) and (ii) above constitute Purchaser's sole\nremedy against Seller, and that Purchaser shall not be entitled to seek\nmonetary damages from Seller or assert any other remedy against Seller.\n\n                 10.2     PURCHASER'S DEFAULT; SELLER'S REMEDIES.\n\n                 (a)      Purchaser's Default.  Purchaser shall be deemed to be\nin default hereunder upon the occurrence of any one or more of the following\nevents: (i) any of Purchaser's warranties or representations set forth herein\nshall be untrue in any material respect when made or at Closing; or (ii)\nPurchaser shall fail in any material respect to meet, comply with, or perform\nany covenant, agreement or obligation on its part within the time limits and in\nthe manner required in this Agreement.\n\n                 (b)      Seller's Remedy.  In the event Purchaser shall be\ndeemed to be in default hereunder, Seller, as Seller's sole and exclusive\nremedy for such default, shall be entitled to terminate this Agreement and all\nrights of Purchaser hereunder and to receive the Independent Consideration, it\nbeing agreed between Purchaser and Seller that such sum shall be liquidated\ndamages for a default of Purchaser hereunder because of the difficulty,\ninconvenience, and uncertainty of ascertaining actual damages for such default.\nIn the event Purchaser shall be deemed to be in default hereunder, Purchaser\nshall pay the expenses incurred in connection with any appraisal, survey or\ntitle commitment.  If Seller shall be entitled to the Independent Consideration\nin accordance with this Section 10.2, Purchaser agrees to deliver, on written\nrequest of Seller, such instructions as may be reasonably necessary to cause\nthe Title Company to deliver the Independent Consideration to Seller.\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 Seller and Purchaser contained\nin this Agreement, to the extent not performed at the Closing, shall survive\nthe Closing only\n\n\n\n\n\n                                       17\n\nto the extent provided herein and shall not be deemed to merge upon the\nacceptance of the Deed by Purchaser.\n\n                 11.2     NOTICES.  All notices, requests and other\ncommunications under this Agreement shall be in writing and shall be delivered\nin person, sent by certified mail, return receipt requested or delivered by\nrecognized expedited delivery service, addressed as follows:\n\n                 If to Purchaser:\n\n                 CRESCENT CAPITAL OF PENNSYLVANIA, 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 Seller:\n\n                 MOUNTAIN VIEW NURSING CENTER, INC.\n                 c\/o Integrated Health Services, Inc.\n                 10065 Red Run Boulevard\n                 Owings Mills, Maryland  21117\n                 Attention:  Daniel J. Booth, Director of \n                             Project Finance\n\n                 With a copy to:\n\n                 Integrated Health Services, Inc.\n                 10065 Red Run Boulevard\n                 Owings Mills, Maryland  21117\n                 Attention:  Marshall Elkins, General Counsel\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 receipt at such address, or if mailed, upon deposit of a\ncopy in a post office of official depository of the United States Postal\nService.\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\n\n\n\n\n\n                                       18\n\nthe enforcement of such waiver, modification, amendment, discharge or\ntermination is sought, and then only to the extent set forth in such\ninstrument.\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     EXTENSION OF DATES.  Notwithstanding anything to the\ncontrary contained in this Agreement, if Seller shall fail to deliver any\ndocument or item required pursuant to any of the terms and provisions of\nArticle IV and\/or Article V within the applicable time period required,\nPurchaser, at its option, shall have the right to extend the date of expiration\nof the Review Period, and correspondingly the date of Closing, by the number of\ndays elapsing from the date such items were required to be delivered and the\ndate such items were actually delivered to Purchaser; provided that Purchaser\nshall give Seller notice of its intent to extend such dates.  Nothing herein\nshall diminish Seller's obligation to timely furnish such items.\n\n                 11.8     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                 11.9     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                 11.10    OFFER AND ACCEPTANCE.  This Agreement shall\nautomatically terminate at 5:00 pm. on April 27, 1994, unless, prior to such\ntime, Purchaser has returned to Seller, and Seller shall have returned to\nPurchaser, two fully-executed copies of this Agreement.\n\n                 11.11    BROKERS.  Purchaser and Seller hereby represent to\neach other that neither has discussed this Agreement or the subject matter\nthereof with any real estate broker or salesman so as to create any legal\nrights in any such broker or salesman to claim a real estate commission or\nsimilar fee with respect to the purchase or sale of the Property.  Purchaser\nand Seller each agree to defend, indemnify and hold\n\n\n\n\n\n                                       19\n\nthe other harmless from any and all claims for any real estate commissions,\nleasing fees or similar fees arising out of or in any way relating to the\npurchase, sale or lease of the Property based on their respective acts.\n\n                 11.12    RISK OF LOSS.  Until the Closing Date, the risk of\nloss of any portion of the Property shall be solely that of Seller.  Risk of\nloss shall be that of Purchaser from and after the Closing Date, at which time\nSeller shall deliver to Purchaser possession of the Property.\n\n                 11.13    NO ASSUMPTION OF LIABILITIES.  Purchaser shall not\nassume any of the existing liabilities, indebtedness, commitments or\nobligations of any nature whatsoever (whether fixed or contingent) of Seller in\nrespect of the Property or otherwise, except those expressly assumed herein.\n\n                 11.14    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                                         PURCHASER:\n\n                                         CRESCENT CAPITAL OF PENNSYLVANIA, INC.,\n                                         a Pennsylvania corporation\n\n\n                                                  \/s\/ John W. McRoberts\n                                         --------------------------------------\n                                                      John W. McRoberts\n                                                          President\n\n                                         Date           April 25, 1994\n                                             ----------------------------------\n\n                                         Purchaser's Tax Identification Number:\n\n                                                       63-1119239\n                                         --------------------------------------\n\n                                         SELLER:\n\n                                         MOUNTAIN VIEW NURSING CENTER, INC.,\n                                         a Pennsylvania corporation\n\n\n                                         By       \/s\/ David N. Chichester\n                                            -----------------------------------\n                                                      David N. Chichester\n\n                                         Its   Senior Vice President-Finance\n                                             ----------------------------------\n\n                                         Date           April 25, 1994\n                                              ---------------------------------\n\n                                         Seller's Tax Identification Number:\n\n                                                      25-153-6769\n                                         --------------------------------------\n\n\n\n\n                                       20\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":[9605,9579],"class_list":["post-41860","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-land__pa","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41860","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=41860"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41860"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41860"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41860"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}