SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE
EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.
- 46 -
IN WITNESS WHEREOF, the parties hereto have caused this Purchase and Sale
Agreement to be executed effective as of the Effective Date.
OKLAHOMA CARE GROUP, LP,
a Texas limited partnership
By:
OKLAHOMA CARE GROUP GP, LLC, a Texas
limited liability company, its general partner
By:
/s/ Craig W. Spaulding
Craig W. Spaulding
Manager
PURCHASER: CHP PARTNERS, LP, a Delaware limited partnership By:
CHP GP, LLC, a
Delaware limited liability company, its general partner
By:
CNL Healthcare
Properties, Inc., a Maryland corporation, its sole member
By:
/s/ Tracey
B. Bracco
Name:
Tracey B. Bracco
Title:
Vice President
S-1
LIST OF EXHIBITS TO PURCHASE AGREEMENT
Exhibit "A"
Legal Description of Property Exhibit "B"
Form of Escrow
Agreement for Earnest Money Deposit Exhibit "C"
Form of Deed Exhibit "D"
Form of Bill of Sale Exhibit "E"
Form of Assignment and Assumption of
Intangible Property Exhibit "F"
Form of Assignment and Assumption of Leases
and Contracts Exhibit "G"
Form of Assignment and Assumption of Resident
Agreements Exhibit "H"
Form of FIRPTA Certificate Exhibit "I"
Form of
Owner's Affidavit Exhibit "J"
Form of Notice to Residents Exhibit "K"
Form
of Assignment of Purchase Agreement Exhibit "L"
Bridging Lease Exhibit "M"
Bridging Management Agreement Exhibit "N"
Post-Closing Escrow Agreement
LIST OF SCHEDULES TO PURCHASE AGREEMENT
Schedule 1
Excluded Intellectual Property Rights Schedule "9.2(e)"
Litigation Schedule "9.2(g)"
Material Contracts Schedule "9.2(h)"
Notice
of Material Violation of Legal Requirements Schedule "9.2(j)"
Material
Healthcare Permits Schedule "9.2(k)"
Leases Schedule "9.2(l)"
Environmental Reports Schedule "9.2(n)"
Rent Roll
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
(as described in the vesting deed)
[Intentionally Omitted]
EXHIBIT "B"
FORM OF
EARNEST MONEY DEPOSIT ESCROW AGREEMENT
[Intentionally Omitted]
EXHIBIT "C"
FORM OF DEED
[Intentionally Omitted]
EXHIBIT "D"
FORM OF BILL OF SALE
[Intentionally Omitted]
EXHIBIT "E"
FORM OF ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PROPERTY
[Intentionally Omitted]
EXHIBIT "F"
FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
[Intentionally Omitted]
EXHIBIT "G"
FORM OF ASSIGNMENT AND ASSUMPTION OF RESIDENT AGREEMENTS
[Intentionally Omitted]
EXHIBIT "H"
FORM OF FIRPTA CERTIFICATE
[Intentionally Omitted]
EXHIBIT "I"
FORM OF OWNER'S AFFIDAVIT
[Intentionally Omitted]
EXHIBIT "J"
FORM OF NOTICE TO RESIDENTS
[Intentionally Omitted]
EXHIBIT "K"
FORM OF ASSIGNMENT OF PURCHASE CONTRACT
TO APPLICABLE PROPERTY
[Intentionally Omitted]
EXHIBIT "L"
FORM OF BRIDGING LEASE
[Intentionally Omitted]
EXHIBIT "M"
FORM OF BRIDGING MANAGEMENT AGREEMENT
[Intentionally Omitted]
EXHIBIT "N"
FORM OF POST-CLOSING ESCROW AGREEMENT
[Intentionally Omitted]
SCHEDULE "1"
EXCLUDED INTELLECTUAL PROPERTY RIGHTS
[Intentionally Omitted]
SCHEDULE "9.2(e)"
LITIGATION
[Intentionally Omitted]
SCHEDULE "9.2(g)"
MATERIAL CONTRACTS
[Intentionally Omitted]
SCHEDULE "9.2(h)"
NOTICE OF MATERIAL VIOLATION OF LEGAL REQUIREMENTS
[Intentionally Omitted]
SCHEDULE "9.2(j)"
MATERIAL HEALTHCARE PERMITS
[Intentionally Omitted]
SCHEDULE "9.2(k)"
LEASES
[Intentionally Omitted]
SCHEDULE "9.2(l)"
ENVIRONMENTAL REPORTS
[Intentionally Omitted]
SCHEDULE "9.2(n)"
RENT ROLL
[Intentionally Omitted]