MADE BY OR ON BEHALF OF ANOTHER PARTY, WHETHER OR NOT CONTAINED IN THIS
AGREEMENT, AS TO THE APPLICABILITY OF THE HSR ACT TO THE TRANSACTIONS
CONTEMPLATED HEREBY.
22.
ASSIGNMENT.
THIS AGREEMENT WILL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES HERETO AND THEIR HEIRS, SUCCESSORS AND PERMITTED
ASSIGNS.
NEITHER PARTY MAY ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED, EXCEPT THAT PURCHASER MAY ASSIGN THIS AGREEMENT OR ITS
RIGHTS HEREUNDER, IN WHOLE OR IN PART, TO AN AFFILIATE OF PURCHASER OR AN
AFFILIATE OF SENIOR HOUSING PROPERTIES TRUST.
23.
CONFIDENTIALITY.
PURCHASER AND SELLER ON BEHALF OF SELLER AND EACH
OF THE SELLER PARTIES EACH COVENANTS THAT IT WILL MAINTAIN THE CONFIDENTIALITY
OF ALL CONFIDENTIAL INFORMATION WHICH IT RECEIVES FROM THE OTHER OR ITS AGENTS
AND ALL REPORTS, STUDIES AND OTHER DOCUMENTATION WHICH IT DEVELOPS BASED THEREON
UNTIL CLOSING, EXCEPT AS OTHERWISE REQUIRED IN ORDER TO PERFORM ITS INSPECTIONS
UNDER THIS AGREEMENT, OR BY APPLICABLE LAW OR COURT RULE OR ORDER IF THIS
TRANSACTION CLOSES, AND FURTHER COVENANTS THAT, IF THIS TRANSACTION DOES NOT
CLOSE, IT WILL DESTROY ALL SUCH DOCUMENTS.
NOTWITHSTANDING THE FOREGOING, ONCE
THE BANKRUPTCY COURT HAS ENTERED THE SALE ORDER, PURCHASER MAY BEGIN MARKETING
THE FACILITIES IN THEIR CORRESPONDING COMMUNITIES IN ACCORDANCE WITH PURCHASER'S
CUSTOMARY PRACTICES.
PURCHASER'S PROVISION OF SUCH INFORMATION TO INVESTORS,
ATTORNEYS, LENDERS, EMPLOYEES AND CONSULTANTS DURING THE TERM OF THIS AGREEMENT
WILL NOT BE DEEMED TO VIOLATE THE FOREGOING COVENANT SO LONG AS THE RECIPIENTS
AGREE TO HONOR THE CONFIDENTIALITY REQUIREMENT.
47
24.
APPLICABLE LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS).
25.
COMMISSIONS.
EACH PARTY SHALL BE RESPONSIBLE FOR ALL COMMISSIONS
AND/OR FINDERS FEES THAT IT HAS INCURRED WITH REGARD TO THIS TRANSACTION, IF
ANY, AND SHALL INDEMNIFY AND HOLD THE OTHER PARTY TO THIS AGREEMENT AND THEIR
AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES, SUCCESSORS AND ASSIGNS HARMLESS THEREFROM. PURCHASER HAS NOT
BEEN REPRESENTED BY A BROKER UNDER A WRITTEN AGREEMENT BETWEEN PURCHASER AND A
BROKER IN CONNECTION WITH THE SALE CONTEMPLATED BY THIS AGREEMENT. SELLER HAS
BEEN REPRESENTED BY CB RICHARD ELLIS, A BROKER ("SELLER'S BROKER"), IN
CONNECTION WITH THE SALE CONTEMPLATED BY THIS AGREEMENT. SELLER SHALL PAY THE
BROKERAGE COMMISSION TO SELLER'S BROKER PURSUANT TO THE WRITTEN AGREEMENT
BETWEEN SELLER AND SUCH SELLER'S BROKER AND SHALL INDEMNIFY PURCHASER AND ITS
AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES, SUCCESSORS AND ASSIGNS AGAINST ANY CLAIM AGAINST PURCHASER OR
THE PROPERTY BY SELLER'S BROKER ARISING THEREFROM.
26.
COSTS AND EXPENSES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH
PARTY HERETO WILL BEAR ITS OWN COSTS AND EXPENSES IN CONNECTION WITH THE
NEGOTIATION, PREPARATION AND EXECUTION OF THIS AGREEMENT AND OTHER DOCUMENTATION
RELATED HERETO AND IN THE PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT.
27.
MISCELLANEOUS.
(A)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE