PERFORMANCE PROVIDED HEREIN, THEN PURCHASER MAY GIVE SUCH SELLER FIVE
(5) BUSINESS DAYS NOTICE THEREOF AND OPPORTUNITY TO CURE AND IF SELLER DOES NOT
CURE WITHIN SAID PERIOD, THEN PURCHASER SHALL HAVE ALL REMEDIES AVAILABLE TO IT
AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ALL RIGHTS UNDER SECTIONS
503(B)(1) AND 507(A)(2) OF THE BANKRUPTCY CODE.
(C)
THE PARTIES AGREE THAT IF ANY DISPUTE ARISES OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED HEREUNDER OR IN
CONNECTION HEREWITH, THE BANKRUPTCY COURT (AND ANY COURT HAVING APPELLATE
JURISDICTION AS TO SUCH DISPUTE) SHALL HAVE EXCLUSIVE PERSONAL AND SUBJECT
MATTER JURISDICTION AND SHALL BE THE EXCLUSIVE VENUE TO RESOLVE ANY
43
AND ALL DISPUTES RELATING TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
THE BANKRUPTCY COURT SHALL HAVE SOLE JURISDICTION OVER SUCH MATTERS AND THE
PARTIES AFFECTED THEREBY AND PURCHASER AND SELLER EACH HEREBY CONSENT AND SUBMIT
TO SUCH JURISDICTION, PROVIDED, HOWEVER, IF SUCH COURT DETERMINES THAT
SUBJECT-MATTER JURISDICTION IS NOT AVAILABLE IN THE BANKRUPTCY COURT, PURCHASER
AND SELLER HEREBY AGREE TO SUBMIT ANY AND ALL DISPUTES ARISING OUT OF THIS
AGREEMENT TO THE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR
THE MIDDLE DISTRICT OF TENNESSEE, OR IF SUCH COURT WILL NOT HAVE JURISDICTION,
THEN TO THE FEDERAL OR STATE COURT SITTING IN A STATE IN WHICH THE PROPERTY IS
LOCATED.
IF ANY SUCH DISPUTE ARISES IN CONNECTION WITH THIS AGREEMENT,
INCLUDING AN ACTION TO RESCIND THIS AGREEMENT, THE SUBSTANTIALLY PREVAILING
PARTY THEREIN WILL BE ENTITLED TO RECOVER FROM THE LOSING PARTY THE
SUBSTANTIALLY PREVAILING PARTY'S COSTS AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS FEES, INCURRED IN CONNECTION THEREWITH, IN PREPARATION THEREFOR AND ON
APPEAL THEREFROM, WHICH AMOUNTS WILL BE INCLUDED IN ANY JUDGMENT ENTERED
THEREIN.
(D)
THE PARTIES' OBLIGATIONS UNDER PARAGRAPH 18 OF THIS AGREEMENT
SHALL SURVIVE CLOSING.
19.
CASUALTY; CONDEMNATION.
IF (I) THERE IS ANY LOSS, DAMAGE OR
DESTRUCTION TO THE PROPERTY BY FIRE OR OTHER CASUALTY (EXCEPT EMINENT DOMAIN) (A
"CASUALTY EVENT") WHICH WOULD ENABLE MORE THAN TEN PERCENT (10%) OF THE
RESIDENTS AT ANY FACILITY TO TERMINATE THEIR RESIDENT AGREEMENTS, OR (II) THERE
IS A CASUALTY EVENT AND THE DAMAGE IS IN EXCESS OF THREE MILLION DOLLARS
($3,000,000.00), OR (III) THERE IS A CONDEMNATION PROCEEDING IN WHICH ANY
MATERIAL PORTION OF THE REAL PROPERTY RELATING TO ANY FACILITY (INCLUDING,
WITHOUT LIMITATION, ANY ACCESS OR PARKING) SHALL BE TAKEN OR IN WHICH THE
PROPERTY TAKEN HAS A FAIR MARKET VALUE IN EXCESS OF THREE MILLION DOLLARS
44
($3,000,000.00) (ANY OF THE FOREGOING SHALL BE REFERRED TO HEREIN AS THE
"FLOOR"), THEN PURCHASER WILL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND
RECEIVE A RETURN OF THE DEPOSIT, IF IT SO NOTIFIES SELLER IN WRITING NOT LATER
THAN THE FIRST TO OCCUR OF (A) TEN (10) DAYS AFTER IT IS ADVISED OF SUCH
CASUALTY EVENT OR CONDEMNATION PROCEEDING OR (B) THE CLOSING DATE.
SELLER SHALL
PROMPTLY NOTIFY PURCHASER IN WRITING OF A CASUALTY EVENT OR CONDEMNATION
AFFECTING THE PROPERTY, AND IF THE