Exhibit 10.7
AGREEMENT OF SALE AND PURCHASE
NEW LIFECARE HOSPITALS OF PITTSBURGH, LLC AND
NEW LIFECARE HOSPITALS OF NORTH TEXAS, LLC (COLLECTIVELY, SELLER)
&
DOC-LIFECARE FT. WORTH LTACH, LLC AND
DOC-LIFECARE PITTSBURGH LTACH, LLC (COLLECTIVELY, BUYER)
PROPERTIES:
225 PENN AVENUE, PITTSBURGH, PA
6201 OVERTON RIDGE BLVD, FORT WORTH, TX
EFFECTIVE DATE:
MARCH 28, 2014
TABLE OF CONTENTS
CONTENTS
PAGE
1.
Agreement to Sell and Purchase
1
2.
Purchase Price
2
3.
Closing
2
4.
Condition of Title
3
5.
Representations and Warranties
4
6.
Conditions of Buyer's Obligations
5
7.
Possession
9
8.
Prorations
9
9.
Condemnation
10
10.
Default by Buyer
11
11.
Default by Seller
11
12.
Risk of Loss
12
13.
Brokerage
12
14.
Operation of the Property Prior to Closing
13
15.
Notice
14
16.
Indemnity by Seller
15
17.
Further Assurances
15
18.
Like Kind Exchanges
15
19.
Miscellaneous
15
20.
Disclosure
17
EXHIBIT "A"
-
LEGAL DESCRIPTION
EXHIBIT "B"
-
ESCROW AGREEMENT
EXHIBIT "C"
-
TENANT ESTOPPEL CERTIFICATE
EXHIBIT "D"
-
NON-FOREIGN PERSON CERTIFICATION
Schedule 1(d)
List of Records and Plans
Schedule 1(e)
List of Guarantees and Warranties
Schedule 1(f)
List of Licenses and Permits
Schedule 1(g)
Permitted Exceptions
Schedule 6(b)
Contingent Rent Cap
Schedule 6(h)
Disclosure Materials
ii
AGREEMENT OF SALE AND PURCHASE
THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is made by and between
NEW LIFECARE HOSPITALS OF PITTSBURGH, LLC, a Delaware, and NEW LIFECARE
HOSPITALS OF NORTH TEXAS, LLC, a Delaware ( each a "Seller" and collectively,
"Seller"), and DOC-LIFECARE FT. WORTH LTACH, LLC, a Wisconsin limited liability
company, and DOC-LIFECARE PITTSBURGH LTACH, LLC, a Wisconsin limited liability
company (each a "Buyer" and collectively, "Buyer").
This Agreement is to be
effective as of the date on which Buyer receives this Agreement and the Escrow
Agreement (as defined below) executed by Seller (the "Effective Date").
Buyer
shall provide Seller with written notice of the Effective Date of this
Agreement.
In consideration of the covenants and provisions contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Agreement to Sell and Purchase.
Seller
agrees to sell to Buyer, and Buyer agrees to purchase from Seller the Property,
subject to the terms and conditions of this Agreement.
For the purposes of this
Agreement, the term "Property" shall exclude all oil, gas and other minerals on,
in and under the Property (waiving, however, all use of the surface of the
Property for mining, drilling, exploration or other purposes in connection with
the foregoing reservation) and mean and include the following:
(a)
All of that certain real property legally described
in the attached Exhibit "A", including, without limitation, the land, buildings,
improvements, fixtures (including, without limitation, the sprinkling, plumbing,
heating, cooling, ventilating, air conditioning, electrical, lighting and other
systems), easements and all other right, title and interest appurtenant and
otherwise relating thereto (collectively, the "Real Property").
(b)
Intentionally Omitted.
(c)
Intentionally Omitted.
(d)
Copies of the 2013 financial statements