(THE "BILL OF SALE"); TO THE RESIDENT AGREEMENTS, BY AN ASSIGNMENT AND
ASSUMPTION OF RESIDENT AGREEMENTS SUBSTANTIALLY IN FORM ATTACHED HERETO AS
EXHIBIT 4 (THE "ASSIGNMENT AND ASSUMPTION OF RESIDENT AGREEMENTS"); AND TO THE
RIGHTS, IF ANY, BY AN ASSIGNMENT OF RIGHTS SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT 5 (THE "ASSIGNMENT OF RIGHTS").
AS USED HEREIN THE DEED, THE
BILL OF SALE, THE ASSIGNMENT OF RESIDENT AGREEMENTS AND THE ASSIGNMENT OF RIGHTS
ARE REFERRED TO COLLECTIVELY AS THE "CONVEYANCE DOCUMENTS".
ALL SUCH CONVEYANCE
DOCUMENTS WILL BE DATED AS OF THE CLOSING DATE AND WILL BE EXECUTED BY THE
APPLICABLE SELLER PARTIES.
7.
CONTRACTS.
EFFECTIVE AS OF THE CLOSING DATE, PURCHASER SHALL
ASSUME, PERFORM AND DISCHARGE THOSE CERTAIN DEBTS, OBLIGATIONS, DUTIES, OR
LIABILITIES OF EVERY TYPE AND TRADE, KNOWN OR UNKNOWN, LIQUIDATED OR
UNLIQUIDATED, MATURED OR UNMATURED, ASSERTABLE OR UNASSERTABLE, FIXED,
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CONTINGENT, ABSOLUTE OR OTHERWISE WHICH SHALL FIRST ARISE OR ACCRUE UNDER THE
ASSUMED CONTRACTS (AS DEFINED BELOW) ON OR AFTER THE CLOSING DATE (THE
"LIABILITIES").
ALL SERVICE, MAINTENANCE, SUPPLY AND MANAGEMENT CONTRACTS TO
WHICH THE SELLER PARTIES ARE A PARTY AND WHICH ARE RELATED TO THE PROPERTY OR
THE OPERATION OF THE FACILITY ARE LISTED ON SCHEDULE 2 ATTACHED HERETO (THE
"CONTRACTS").
WITHIN FIFTEEN (15) DAYS AFTER THE EFFECTIVE DATE, SUBJECT TO
EXTENSION DAY-FOR-DAY FOR EACH DAY AFTER THE EFFECTIVE DATE BY WHICH PURCHASER
SHALL NOT HAVE RECEIVED TRUE AND COMPLETE COPIES OF THE CONTRACTS, PURCHASER
WILL GIVE NOTICE TO SELLER ADVISING WHICH CONTRACTS IT WILL ASSUME AND WHICH IT
WILL REQUIRE THE SELLER PARTIES TO TERMINATE OR CAUSE TO BE TERMINATED (AT NO
COST OR EXPENSE TO PURCHASER) AS OF THE CLOSING DATE.
THE CONTRACTS AND ALL
OTHER AGREEMENTS THAT PURCHASER ELECTS TO ASSUME ARE REFERRED TO HEREIN AS THE
"ASSUMED CONTRACTS."
PURCHASER SHALL HAVE NO LIABILITY OR OBLIGATION WITH
RESPECT TO ANY CONTRACTS OR ANY OTHER CONTRACTS OR AGREEMENTS RELATING TO THE
FACILITIES OR THE LAND EXCEPT FOR THE ASSUMED CONTRACTS, AND SHALL HAVE NO
LIABILITY OR OBLIGATION WHICH SHALL HAVE ACCRUED OR ARISEN PRIOR TO CLOSING WITH
RESPECT TO ANY ASSUMED CONTRACTS.
8.
SELLER'S REPRESENTATIONS AND WARRANTIES. SELLER, TO THE BEST OF
ITS ACTUAL KNOWLEDGE, MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO
PURCHASER, WHICH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE CLOSING, AND WHICH REPRESENTATIONS AND
WARRANTIES SHALL SURVIVE THE CLOSING FOR A PERIOD OF ONE (1) YEAR:
(A)
ORGANIZATION, STANDING AND POWER.
SELLER IS DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF ITS STATE OF FORMATION OR ORGANIZATION AND IS
FULLY AUTHORIZED TO TRANSACT BUSINESS AND TO OWN AND CONVEY PROPERTY IN THE
STATE IN WHICH ITS PROPERTY IS LOCATED AND HAS FULL POWER AND RIGHT, SUBJECT TO
THE APPROVAL OF THE BANKRUPTCY COURT, TO ENTER INTO AND PERFORM THIS
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AGREEMENT, AND THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN BY SELLER, HAVE BEEN DULY
AUTHORIZED.
(B)
AUTHORIZATION OF SELLER.
THIS AGREEMENT