Administrative Member's Price payable by the Administrative Member in the
event BREA accepts the Purchase Offer in accordance with Sections 10.1A(2),
10.1B(2) or 10.1C(2), as applicable.
"Purchase Offer" means a written notice stating the Administrative Member's
willingness to purchase the Property, the Portfolio/Company Interest or BREA's
Membership Interest, as applicable, and setting forth the Administrative
Member's Price, delivered by the Administrative Member in response to an Intent
to Sell Notice in accordance with Sections 10.1A(2), 10.1B(2) or 10.1C(2), as
applicable.
"Requirements" means this Agreement, the Operating Budget, the Capital Budget,
the Business Agreements including the Purchase Agreement, as the same may be
amended in accordance with this Agreement and Laws.
"ROFO Purchase Agreement" means an agreement setting forth the terms of the
Property Sale, Portfolio Sale, or BREA Membership Sale, as applicable, by and
between BREA as seller and the Administrative Member, as purchaser, in
accordance with and consistent with the terms of Article X.
"Seller" means Stayton SW Assisted Living, L.L.C., as
the seller under the
Purchase Agreement.
"Supplemental Notice" means a written notice setting forth BREA's desire to sell
the Properties, the Portfolio/Company Interest or BREA's Membership Interest, as
applicable, at the Third Party Price, which shall set forth such Third Party
Price in accordance with Sections 10.1A(4), 10.1B(4) or 10.1C(4), as applicable.
"Third Party Price" means the proposed sale price of the Properties, the
Portfolio/Company Interest or BREA's Membership Interest, as applicable, to a
third party in accordance with Sections 10.1A(4), 10.1B(4) or 10.1C(4), as
applicable.
ARTICLE II
1B1B1B1B1B1BUUUUACQUISITION OF PROPERTIES
.
Section 2.1. 17B17B17B17B17B17BUUUUGeneral
.UUUU
The Company shall enter into the Purchase Agreement for the acquisition
of the Properties.
The Properties shall be owned by Company Subsidiaries.
6
A. 87B87B87B87B87B87BUUUUDefined Terms
.UUUU
As used herein, the following terms shall have the meanings set forth for
the same in the Purchase Agreement:
"Closing," "Closing Date," "Deposit,"
"Escrow Agent," and "Purchase Price."
B. 88B88B88B88B88B88BUUUUActions To Be Taken Under Purchase Agreement
.UUUU
At all times between the date hereof and the Closing, BREA shall take all
actions and make all final decisions relating to the Purchase Agreement.
BREA
shall keep ESC and Columbia reasonably informed with respect to all matters
related to the Purchase Agreement.
The parties will use reasonable efforts to
cooperate in order to meet the time deadlines for consents and performances by
the Company under the Purchase Agreement.
Section 2.2. 18B18B18B18B18B18BUUUURepresentations and Warranties of ESC
.UUUU
ESC hereby represents and warrants to BREA, Columbia, the Company, each
Company Subsidiary, and each of them, as follows:
A. 89B89B89B89B89B89BUUUUPurchase Agreement
.UUUU
ESC shall not permit any oral modifications or understandings with
respect to the Purchase Agreement and, without limitation, neither the Company,
ESC nor any of its Affiliates shall deliver to Seller any notice or demand under
or in connection with the Purchase Agreement that is not previously approved in
writing by BREA.
The Company or a Company Subsidiary shall be the holder of all
right, title and interest to the "Purchaser" under the Purchase Agreement
(including