SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 31, 1995
Date of Report (Date of earliest event reported)
CONSOLIDATED RESOURCES HEALTH CARE FUND VI
(Exact name of registrant as specified in its charter)
GEORGIA 0-15694 58-1677247
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
7000 Central Parkway, Suite 970, Atlanta, Georgia 30328
(Address of principal executive offices) (Zip Code)
(404) 698-9040
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On January 19, 1995, Consolidated Resources Health Care Fund VI, a
Georgia limited partnership (the "Registrant"), entered into an Agreement
for Purchase and Sale (each, a "Purchase Agreement") with Life Care Centers
of America, Inc. ("Life Care") for the sale by Registrant of all of its
right, title and interest in and to Highland Cove Retirement Center in Salt
Lake City, Utah ("Highland Cove"), and Paradise Cove Retirement Park, in
Las Vegas, Nevada ("Paradise Cove"). Life Care has been managing Highland
Cove and Paradise Cove since March 1991. Highland Cove includes a 181-unit
retirement center and 34 leased nursing home beds. Paradise Cove includes
a 110-unit retirement center.
The sale closed on January 31, 1995, and Registrant received cash
consideration of $6,000,000.00 for Highland Cove and $2,798,573.99 for
Paradise Cove, subject to certain adjustments and prorations set forth in
each Purchase Agreement. Registrant used $7,960,287.32 of the cash
proceeds to pay off the debt secured by Highland Cove, Paradise Cove and a
long-term nursing home facility owned by Registrant, with the result that
the Registrant's two remaining properties are not subject to debt. The
sale also provided cash to Registrant of approximately $800,000.00, subject
to the payment of certain expenses of the sale. Registrant will recognize
a gain of approximately $2,880,000.00 on the sale. The Registrant marketed
Highland Cove and Paradise Cove directly and indirectly through brokers and
received several offers. The Registrant accepted the highest offer that it
believed had the greatest likelihood of closing on an all cash basis before
the maturity date of the underlying debt.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Pro Forma Financial Information.
For the fiscal year ended December 31, 1994, Highland
Cove earned $2,592,000.00 in Operating Revenue and
incurred $1,320,000.00 in Operating Expenses. For the
fiscal year ended December 31, 1993, Highland Cove
earned $2,387,000.00 in Operating Revenue and incurred
$1,280,000.00 in Operating Expenses.
For the fiscal year ended December 31, 1994, Paradise
Cove earned $1,148,000.00 in Operating Revenue and
incurred $658.000.00 in Operating Expenses. For the
fiscal year ended December 31, 1993, Paradise Cove
earned $1,070,000.00 in Operating Revenue and incurred
$575,000.00 in Operating Expenses.
(b) Exhibits.
(10)(a) Purchase and Sale Agreement for Highland Cove
Retirement Center, dated as of January 19,
1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CONSOLIDATED RESOURCES HEALTH
CARE FUND VI
By: WelCare Service Corporation-
VI, Its Managing General
Partner
February 15, 1995 By: /s/ Alan C. Dahl
Alan C. Dahl,
Vice President
EXHIBIT INDEX
(10)(a) Purchase and Sale Agreement for Highland Cove Retirement
Center, dated as of January 19, 1995.
<PAGE>
SCHEDULE I
The Purchase and Sale Agreement for Paradise Cove Retirement Park,
dated as of January 19, 1995, is substantially the same in all material
respects as Exhibit (10)(a), except that the purchase price was
$2,798,573.99.
<PAGE>
EXHIBIT (10)(a)
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), made and entered
into as of this 19th day of January, 1995, by and between Consolidated
Resources Health Care Fund VI, a Georgia limited partnership ("Seller"),
and Life Care Centers of America, Inc., a Tennessee corporation
("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the owner of certain real and personal property
(except as hereinafter set forth) comprising a certain retirement facility
known as Highland Cove Retirement Center located in Salt Lake City, Salt
Lake County, Utah (such real property and personal property and the
business conducted thereon are hereinafter referred to as the "Retirement
Center"); and
WHEREAS, Seller wishes to sell the Retirement Center, including the
business thereof, to Purchaser and Purchaser wishes to buy the Retirement
Center, subject to and upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained, and other good and valuable consideration, the receipt,
adequacy, and sufficiency of which are hereby acknowledged, Seller and
Purchaser hereby agree as follows:
SECTION 1. PURCHASE AND SALE.
Upon the terms and conditions set forth herein, Seller shall sell to
Purchaser and Purchaser shall purchase from Seller the following:
(a) All that certain tract or parcel of real property
situated in Salt Lake City, Salt Lake County, Utah, TOGETHER WITH
all and singular appurtenances now or hereafter belonging
thereto, said real property being more particularly described in
Exhibit "A" attached hereto and by reference made a part hereof,
and being hereinafter together referred to as the "Land";
TOGETHER WITH all right, title and interest of Seller in and to
the improvements and appurtenances thereon situated, and all
fixtures and furniture attached thereto or appurtenant thereto
and used in connection therewith, consisting, without limitation,
of the Retirement Center commonly known as Paradise Cove
Retirement Park, all plumbing, heating, lighting and cooking
fixtures, air conditioning fixtures and units, ranges,
refrigerators, dishwashers, disposals, trash mashers, hot water
heaters and equipment, boilers, bathroom and kitchen cabinets,
antennae, and to the extent located on the Land, mantels, door
mirrors, venetian blinds, shades, drapes, screens, awnings,
window boxes, storm doors, ice makers, mail boxes, weather vanes,
flagpoles, pumps, shrubbery, outdoor statuary, and carpeting
(said Land, improvements, appurtenances, fixtures and property at
the Retirement Center being hereinafter collectively referred to
as the "Real Property"), TOGETHER WITH all right, title and
interest of Seller in and to any land lying in the bed of any
street, right of way, road or avenue, open or proposed, and any
strip of land in front of or adjoining said Land to the center
line thereof, and together with all right, title and interest of
Seller in and to any award made or to be made in lieu thereof,
and in and to any unpaid award for damage to said Land by reason
of change of grade of any street;
(b) The rights of Seller as lessee under that certain Ground
Lease dated as of April 12, 1977, by and between Forest Hills Nursery,
Inc., as Lessor, and Autumn Development and Construction Company,
Inc., as Lessee, as amended and assigned (the "Ground Lease"); and
(c) All Leases (as defined herein) and security deposits
and other deposits held or received in connection with the
Leases, licenses (including but not limited to all licenses for
assisted living beds, permits, equipment, furniture, furnishings,
fixtures, inventory, supplies and all tangible and intangible
personal property located on the Real Property or used in
connection with the business of the Retirement Center as a going
concern or with the operation of the Retirement Center (the
"Personal Property"), including without limitation all of those
items of personal property set forth and described in Exhibit "B"
attached hereto (but excluding personal property set forth and
described in Exhibit "C" attached hereto and personal property
owned or leased by the lessees of units of the Retirement Center
(the "Excluded Property")) and the name "Highland Cove Retirement
Center."
SECTION 2. PURCHASE PRICE.
The purchase price payable by Purchaser to Seller for the Real
Property and Personal Property shall be SIX MILLION AND NO/100 DOLLARS
($6,000,000.00) subject to adjustment as provided in this Agreement (the
"Purchase Price"). The Purchase Price shall be paid as follows:
(a) Within one (1) day of its execution of this Agreement,
Purchaser shall deposit the sum of $50,000.00 with Lawyers Title
Insurance Corporation, Atlanta Georgia as an Earnest Money Deposit to
be held in escrow, in an interest bearing account, and paid to Seller
at Closing (as defined herein) or as otherwise provided in this
Agreement; and
(b) The remainder to be paid in cash or by wire transfer of
immediately available funds to Seller by Purchaser at Closing,
subject to adjustment as provided herein.
SECTION 3. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
As used in this Section and elsewhere in this Agreement the following
terms shall have the following meanings:
"Knowledge of Seller" or "Seller's Knowledge" shall mean the
actual knowledge of any executive officer of the managing general
partner of Seller.
"Knowledge of Purchaser" or "Purchaser's Knowledge" shall mean
the actual knowledge of any executive officer of Purchaser.
In addition to the representations, warranties and covenants made
elsewhere in this Agreement, Seller hereby makes the following
representations, warranties and covenants to Purchaser, each of which shall
be deemed to be material to the transactions contemplated by this
Agreement:
3.01. Ownership; Condition of Retirement Center. Seller is the owner
of and has good and marketable title to the Real Property, free and clear
of all security interests, liens or encumbrances except as set forth in
this Agreement. Upon consummation of the sale contemplated by this
Agreement, Purchaser shall acquire good and marketable title to the Real
Property, subject to the Permitted Title Exceptions (as hereinafter
defined) and the other exceptions set forth in this Agreement. To Seller's
Knowledge, upon Closing, the Retirement Center will be in good condition,
comparable, in all material respects, to the condition existing on the date
of this Agreement, ordinary wear and tear excepted. Seller shall not
remove any item of Personal Property from the Retirement Center prior to
the Closing, except for the purpose of repair or replacement or in the
ordinary course of business, and any such item or its replacement, as the
case may be, shall be included in this transaction.
3.02. List of Lessees. Seller will provide to Purchaser at the
Retirement Center a schedule setting forth the name of each lessee of a
unit of the Retirement Center (the "Lessees") pursuant to a lease agreement
(the "Leases"), the lease termination date, the status of payment of each
Lessee, and an accounting of security deposits and advance lease deposits,
which accounting shall be true, complete and correct in all material
respects, subject to routine periods for posting of transactions.
3.03. Financial Statements. Seller will provide to Purchaser copies
of the following financial statements of the Retirement Center:
(i) unaudited balance sheets as of the end of the Retirement Center's last
two (2) fiscal years and year to date, which are true, complete and correct
in all material respects and reflect the financial condition of the
Retirement Center at the respective dates on such balance sheets; and
(ii) unaudited statements of operations for the Retirement Center's last
two (2) fiscal years and year to date, which are true, complete and correct
in all material respects and reflect its operations during such periods.
Except as set forth on Exhibit "D", there have been no material adverse
changes in the financial condition, business or properties of the
Retirement Center since its most recent fiscal year end.
3.04. Agreements, Contracts and Commitments. Seller will provide to
Purchaser at the Retirement Center a list of all contracts and agreements
with respect to laundry facilities, food services, equipment, furniture,
management, grounds maintenance and other services of the Retirement Center
to which Seller is a party and which require more than 31 days notice for
cancellation without penalty. After the date of this Agreement, Seller
shall not renew or extend any such contracts without Purchaser's consent,
which shall not be unreasonably withheld; provided, however, that Seller
may in the ordinary course of business renew without Purchaser's consent
any contract involving an amount which, when combined with amounts payable
under all other contracts which are renewed without Purchaser's consent, is
not in excess of $10,000. Purchaser shall assume the listed contracts and
agreements and the responsibility or liability thereunder accruing from and
after the Closing Date or shall cause Seller to terminate such contracts
and agreements before Closing in accordance with Purchaser's written
instructions delivered to Seller before Closing. Seller shall use its
reasonable efforts to keep all insurance policies or renewals thereof
("Policies") affecting or covering the Retirement Center and its operations
in force and effect up to and including the date of the Closing unless the
reason for such Policies ceases or such Policies are replaced in the
ordinary course of business.
3.05. Discharge of Obligations. Except as may be disclosed in
Exhibit "D", to Seller's Knowledge, Seller has carried out, performed and
complied with its obligations under the Leases or other material
agreements.
3.06. Occupancy. To Seller's Knowledge, the Retirement Center has
existing valid Leases with the Lessees occupying the Retirement Center.
3.07. No Rebates or Allowances. Except as may be disclosed in
Exhibit "D", to Seller's Knowledge, none of the Lessees have been given any
concession or consideration for the lease of any unit, and none of the
Lessees are entitled hereafter to any concessions, rebates, and/or
allowances of free occupancy for any period after the Closing.
3.08. Repair Requirements. To Seller's Knowledge, there are no
outstanding requirements or recommendations by any mortgagee or any
insurance company, requiring or recommending any material repairs or work
to be done on the Retirement Center.
3.09. Litigation. Except as may be disclosed in Exhibit "D", there
is no litigation or judicial, municipal or administrative proceeding
pending or, to Seller's Knowledge, threatened, which would materially
adversely affect all or any part of the Retirement Center, its assets,
property or business or Seller's ability to consummate the transactions
contemplated by this Agreement.
3.10. No Condemnation Proceedings. There are no pending or, to
Seller's Knowledge, threatened condemnation or eminent domain proceedings
adversely affecting all or any part of the Retirement Center.
3.11. Access to Public Improvements. Except as may be disclosed in
Exhibit "D", to Seller's Knowledge, all curb cut and street opening permits
or licenses required for vehicular access to and from the Retirement Center
over presently existing roads and driveways have been obtained and paid for
and are in full force and effect.
3.12. No Liens Against Personal Property. Except as may be disclosed
in Exhibit "D", to Seller's Knowledge, all fixtures and articles of
Personal Property is currently, and at Closing will be, owned by Seller,
free and clear of any conditional bills of sale, chattel mortgages,
security agreements, financing statements, other security interests, liens
or encumbrances of any kind, except for any personal property taxes (ad
valorem), which are liens not yet due and payable.
3.13. Compliance with Laws. Except as may be disclosed in Exhibit
"D" and with respect to the Americans With Disabilities Act, to Seller's
Knowledge, the Retirement Center is currently, and shall be, at the Closing
Date, in compliance in all material respects with all laws, ordinances,
codes, regulations and requirements of the United States, State of Utah,
Salt Lake County, Utah, and any political subdivision or agency thereof.
3.14. Leased Property. Seller does not lease any personal property,
equipment or fixtures used in the business conducted at the Retirement
Center, except as may be disclosed in Exhibit "D".
3.15. Status of Land; Environmental Standards. To Seller's
Knowledge, all approvals, permits and certificates required to occupy and
operate the Retirement Center have been obtained. To the Knowledge of
Seller, the present use of the Land is in compliance in all material
respects with all applicable zoning ordinances, building codes, fire codes,
life safety codes, or health department ordinances pertaining thereto,
except as may be disclosed in Exhibit "D" or Exhibit "E". To Seller's
Knowledge, during the period of Seller's ownership of the Retirement
Center, Seller has not used, generated, manufactured, refined, transported,
treated, stored, handled, disposed, transferred, produced or processed
Hazardous Substances (as hereinafter defined) at or on the Retirement
Center, or other dangerous or toxic substances, or solid waste, except in
compliance with all applicable federal, state and local laws or regulations
or except for Hazardous Substances in non-reportable quantities. To
Seller's Knowledge, there has been no material Release (as hereafter
defined) of any Hazardous Substances on or off-site of the Retirement
Center. As used herein, (a) "Hazardous Substances" include any pollutants,
dangerous substances, toxic substances, hazardous wastes, hazardous
materials, or hazardous substances as defined in or pursuant to the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.) as
amended, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. Section 9601, et seq.) as amended, the Clean Water
Act (33 U.S.C. Section 1251, et seq.) as amended, or any other federal,
state or local environmental law, ordinance, rule or regulation and
including petroleum products, and (b) "Release" means releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping. Except as may be disclosed by
the Phase I Environmental Audit of the Retirement Center conducted by ATEC
Associates, Inc. and dated as of January ___, 1995 (the "Environmental
Report"), to Seller's Knowledge, there has not been incorporated into the
Retirement Center and the Retirement Center does not contain, any asbestos
products, urea-formaldehyde, and other known building products which may be
harmful or injurious to human health or constitute Hazardous Substances.
3.16. No Management Agreement. There will be no management agreement
for the Retirement Center at the time of Closing, except as Seller and
Purchaser may agree in writing.
3.17. Employee Relations. Seller will provide to Purchaser at the
Retirement Center the name and current annual salary (or rate of
compensation) and other compensation (including benefits and bonuses)
payable by Seller to each employee at the Retirement Center and the
profit-sharing, bonus or other form of extra compensation paid or payable
by Seller to or for the benefit of each such person for the Retirement
Center's current fiscal year, and all accrued and unpaid or unused vacation
or sick leave. To Seller's Knowledge, there are no written contracts,
agreements or arrangements relating to the compensation or benefits paid or
payable to any of its employees now or at any future time. Seller has no
collective bargaining agreements with any of Seller's employees at the
Retirement Center and to Seller's Knowledge, there have been no union
organizational activities pertaining to the Retirement Center.
3.18. Real Property and Personal Property Taxes. The real estate and
personal property tax assessment on the Retirement Center are as reflected
on the real estate and personal property tax bills for the Retirement
Center (the "Tax Bills") for 1993 and Seller will provide to Purchaser at
the Retirement Center evidence of the amount of taxes paid and unpaid in
connection with the Tax Bills.
3.19. Utilities. Seller will provide to Purchaser at the Retirement
Center information concerning the total monthly amounts for the Retirement
Center of: (i) water and sewer bills; (ii) gas bills; (iii) electric
bills; (iv) garbage and trash removal; (v) repairs and maintenance; and
(vi) other normal operating expenses, such as landscaping and security
charges.
3.20. No Violations of Law. Except as may be disclosed in Exhibit
"D", Seller has not received notice from any governmental authority of any
violation by or adversely affecting the Retirement Center of any federal or
state law or any municipal ordinance or order or requirement of any
governmental authority having jurisdiction over the Retirement Center.
3.21. Maintenance of Business Operations, Employees and Goodwill.
From the date of this Agreement until Closing, Seller will cooperate with
Purchaser to preserve and maintain the Retirement Center's business
operations intact, use its reasonable efforts to keep available to
Purchaser the services of its present employees, with consideration for
turnover in the ordinary course of business, and preserve to the extent
reasonably possible the goodwill of the Retirement Center's business.
3.22. Trade Payables. Seller shall satisfy or cause to be satisfied
all of the Retirement Center's trade payables, including payables for
inventory, supplies and other consumer goods in the ordinary course of the
Retirement Center's business prior to the Closing Date. Such trade
payables shall be totally retired as of the Closing Date if a final
statement of payments owed is presented at least five (5) days prior to
Closing. Any trade payables relating to goods or services furnished to the
Retirement Center before Closing and not presented according to the
preceding sentence shall be fully paid by Seller within thirty (30) days of
presentment.
3.23. Organization of Seller. Seller is a limited partnership formed
and in existence under the laws of the State of Georgia, and, if
applicable, is qualified as a foreign limited partnership in the State of
Utah. Seller has the power and authority to own its properties and to
carry on its business as and where such business is now conducted.
3.24. Due Authorization; No Default. The execution, delivery and
performance of this Agreement by Seller and all other agreements and
instruments to be executed by Seller in connection herewith or pursuant
hereto and the consummation of the sale contemplated hereby have been duly
authorized by all requisite corporate action on the part of the general
partner of Seller. When this Agreement is executed and delivered by the
general partner of Seller on behalf of Seller, it shall constitute the
legal, valid and binding obligation of Seller. Except as may be disclosed
in Exhibit "D", the performance of this Agreement by Seller will not
conflict with or result in a breach of or default under Seller's Amended
and Restated Agreement of Limited Partnership ("Seller's Partnership
Agreement"), any laws, rules, regulations or decrees governing or affecting
Seller, or any contract or commitment to which Seller is a party or by
which it is bound, which would materially and adversely affect the
Retirement Center or Seller's right or ability to consummate the
transactions contemplated by this Agreement.
3.25. Consents. Except as may be disclosed in Exhibit "D" and for
the agencies and departments of the State of Utah, if any, necessary to
issue licenses to operate the Retirement Center, there are no persons or
entities whose consent is necessary in order for Seller to consummate the
transactions contemplated by this Agreement.
3.26. Notice as to Material Changes. Seller will promptly advise
Purchaser in writing of the occurrence of any events relating to the
operations of the Retirement Center or Seller's right or ability to
consummate the transactions contemplated by this Agreement which come to
the Knowledge of Seller after the date of this Agreement and prior to
Closing relating to any of those matters which are the subject of the
covenants, representations and warranties of the Seller contained herein.
3.27. Accuracy of Information. No representations, warranties or
covenants by Seller or its managing general partner's officers or
directors, nor any statement, exhibit, list or certificate furnished or to
be furnished to Purchaser pursuant hereto, or in connection with the
transactions contemplated hereby, contains or will contain any materially
untrue statement of fact or omits or will omit to state a fact necessary to
make the statements contained therein not materially misleading in light of
the circumstances under which they were made.
3.28. Survival of Representations, Warranties and Covenants. The
warranties, representations and covenants of the Seller contained in this
Agreement shall be true and correct as of the Closing Date with the same
force and effect as if given and made on and as of the date and time of
Closing (and Seller shall affirm such in writing to Purchaser at Closing),
and such representations, warranties and covenants shall survive the
Closing and the consummation of the transactions contemplated by this
Agreement for the period set forth in Section 13.
SECTION 4. PURCHASER'S REPRESENTATIONS, WARRANTIES AND
COVENANTS.
Purchaser makes the following representations, warranties and
covenants to Seller, each of which shall be deemed to be material to the
transactions contemplated by this Agreement.
4.01. Organization of Purchaser. Purchaser is a corporation formed
and existing under the laws of the State of Tennessee and is qualified to
do business in the State of Utah.
4.02. Due Authorization and Authority. This Agreement and its
execution, delivery and performance, have been authorized by all requisite
corporate action on the part of Purchaser. The performance of this
Agreement by Purchaser will not conflict with or result in a breach of or
default under Purchaser's Articles of Incorporation, as amended or restated
("Purchaser's Articles") or Bylaws, or any contract or commitment to which
Purchaser is a party or by which it is bound, which could materially and
adversely affect Purchaser's right or ability to consummate the
transactions contemplated by this Agreement, or any laws, rules,
regulations or decrees governing or affecting Purchaser. When this
Agreement is executed and delivered by the officers of Purchaser on behalf
of Purchaser, it shall constitute the legal, valid and binding obligation
of Purchaser.
4.03. Litigation. To Purchaser's Knowledge, there is no litigation
or proceeding pending, or threatened, against Purchaser in any court or
before any arbitration or governmental agency, domestic or foreign, which
would materially adversely affect Purchaser's ability to perform its
obligations under this Agreement.
4.04. Accuracy of Information. To Purchaser's Knowledge, no
representation, warranty or covenant by Purchaser or its officers or
directors, nor any statement, exhibit, information provided by Purchaser to
Seller and included in the exhibits to this Agreement, list or certificate
furnished or to be furnished to Seller pursuant hereto, or in connection
with the transactions contemplated hereby, contains or will contain any
materially untrue statement of fact or omits or will omit to state a fact
necessary to make the statements contained therein not materially
misleading in light of the circumstances under which they were made.
4.05. Consents. Except for the agencies and departments of the State
of Utah necessary, if any, to issue licenses to operate the Retirement
Center, there are no persons or entities whose consent is necessary in
order for Purchaser to consummate the transactions contemplated by this
Agreement.
4.06. Survival of Representations, Warranties and Covenants. The
warranties, representations and covenants of the Purchaser contained in
this Agreement shall be true and correct as of the Closing with the same
force and effect as if given and made on and as of the date and time of
Closing (and Purchaser shall affirm such in writing to Seller at Closing),
and such representations, warranties and covenants shall survive the
Closing and the consummation of the transactions contemplated by this
Agreement for the period set forth in Section 13.
SECTION 5. CONVEYANCES AND TITLE.
5.01. Assignment and Bill of Sale. At Closing, conveyance of the
Real Property and the Personal Property shall be by limited warranty deed
and assignment and bill of sale, respectively. Good, marketable and
insurable title to the Real Property shall be conveyed from Seller to
Purchaser free and clear of all liens, claims, charges and encumbrances of
any kind, subject only to taxes for the current year, and those other
liens, claims, charges, encumbrances or objections set forth in Exhibit "E"
attached hereto and by reference made a part hereof (such other liens,
claims, charges, encumbrances or objections are hereinafter referred to as
"Permitted Title Exceptions").
5.02. Title Defects. If examination of title reveals any legal
defect to title other than the Permitted Title Exceptions, Purchaser shall
furnish Seller with a written statement thereof within two business after
the receipt of the survey.
SECTION 6. CLOSING.
6.01. Place, Time and Date of Closing. The payments and deliveries
contemplated by this Agreement (other than the post-closing payments
contemplated by this Agreement) shall be made at the offices of Nelson
Mullins Riley & Scarborough, L.L.P., 400 Colony Square, Suite 2200, 1201
Peachtree Street, Atlanta, Georgia 30361 at 10:00 a.m., local time, on or
before January 31, 1995, or at such other place, time and date as Purchaser
and Seller shall mutually agree. The date on which the last of such
payments and deliveries occurs is the "Closing Date," and such payments and
deliveries constitute the "Closing." The Closing shall not be deemed to
have occurred unless and until all of the conditions set forth in this
Agreement have been satisfied (or appropriately waived); and none of such
actions shall be deemed to have been taken unless and until all of them
have been taken (or the requirement that they be taken appropriately
waived); provided, however, that if all such actions are taken (or
appropriately waived), then the Closing shall be effective on the Closing
Date.
6.02. Conveyance of Property Free and Clear of Liens. At Closing,
the Retirement Center shall be conveyed free and clear of all liens,
encumbrances, restrictions, assessments (including, without limitation, any
assessments payable in installments), encroachments, and easements, except
those set out in the Permitted Title Exceptions, exhibits to this
Agreement, and those to which Purchaser has consented in writing. Subject
to the Permitted Title Exceptions or as provided above, Seller shall have
satisfied and canceled of record all such aforesaid assessments, liens and
other encumbrances against said Real Property and Personal Property,
including, without limitation, any mortgage, indenture, security agreement,
or deed to secure debt outstanding on any portion of such Real Property and
Personal Property, unless assumed by Purchaser.
6.03. Deliveries by Seller. Seller hereby agrees to, and shall,
deliver or cause to be delivered to the Purchaser (unless Purchaser waives
delivery in writing of any one or all) at the Closing or at the Retirement
Center, all items provided for in this Agreement, including, without
limitation the following:
(a) Possession. Possession and occupancy of the Retirement
Center subject only to any Permitted Title Exceptions;
(b) Deed. Limited warranty deed conveying title to the
Real Property to Purchaser, duly witnessed and attested for
recording in the State of Nevada, free and clear of all liens,
restrictions and encumbrances other than the Permitted Title
Exceptions;
(c) Title Binder; Survey. A title insurance policy with
extended coverages (marked title policy commitment), containing
such endorsements as Purchaser may reasonably require and as may
be customarily made available by Lawyers Title Insurance
Corporation (the "Title Company") under standard underwriting
criteria at nominal premium cost or at a premium cost paid solely
by Purchaser, issued by the Title Company in an amount not less
than the Purchase Price and indicating ownership vested in
Purchaser subject only to the Permitted Title Exceptions, with
the costs of such title insurance to be borne fifty percent (50%)
by Seller and fifty percent (50%) by Purchaser (except as
provided above), and an A.L.T.A. "as built" survey of the Land on
which the Retirement Center is located and surveyor's certificate
relating thereto, with the cost of such survey to be borne fifty
percent (50%) by Seller and fifty percent (50%) by Purchaser;
(d) Assignment of Leases. An assignment of the Ground
Lease and all Leases, the originals of such Leases, all security
deposits and advance payments held by Seller, and an accounting
of same;
(e) Assignment of Warranties, Guarantees and Indemnities.
An assignment of any unexpired warranties, guarantees and
indemnities now in effect with respect to any part of the Real
Property or Personal Property and/or any of the mechanical
systems in same;
(f) Assignment of Service Contracts. An assignment of all
service contracts not terminated prior to Closing;
(g) Assignment and Bill of Sale. A Limited Warranty
Assignment and Bill of Sale for all of Seller's right, title and
interest in and to the Personal Property and fixtures located in
the Retirement Center, including those items described in Exhibit
"B" attached hereto and by this reference made a part hereof;
(h) Paid Tax Bill. A copy of the most recently paid real
estate tax bills;
(i) Other Documents. Such other documents, certificates and
instruments as Purchaser or the Title Company may reasonably and
timely request in order to document more effectively the transactions
contemplated by this Agreement or to evidence the compliance by Seller
with any condition of this Agreement;
(j) Obligations; Employee Benefits. The lists and payments
required by Sections 14 and 15 hereof; and
(k) Trade Name Assignments. An assignment of the trade
name "Highland Cove Retirement Center".
6.04. Escrow Closing. If, on or before the Closing Date, the
conditions of Closing have not been satisfied or waived in writing,
Purchaser and Seller shall have the option to close the purchase in escrow
with a mutually acceptable escrow agent and pursuant to an escrow agreement
reasonably acceptable to Purchaser and Seller.
6.05. Prorations. The following items shall be adjusted based on the
Closing Date on a pro rata basis between Seller and Purchaser at the time
of the Closing or after the Closing as agreed upon by Purchaser and Seller:
(a) Real estate and personal property ad valorem taxes for
the 12 month period succeeding the applicable tax bill due date;
(b) Charges for electricity, gas, water and sewer and other
utilities to be based on projections from most recent invoices or
on recent meter readings;
(c) All prepayments made under the service contracts and
other agreements accepted by Purchaser pursuant to the foregoing
provisions of this Agreement;
(d) Deposits (as defined herein) referenced in Section 16
hereof; and
(e) Employee payroll in accordance with Section 15 hereof.
6.06. Security Deposits. All security deposits and advance rental
deposits (collectively, the "Deposits") held by Seller shall be turned over
to the Purchaser at the Closing, and Purchaser shall execute a receipt
therefor. Before Closing, Seller shall make available to Purchaser at the
Retirement Center a list of all such Deposits. Seller and Purchaser each
hereby agree to reimburse and indemnify and hold free and harmless the
other party from any and all liability in connection with any loss of
Deposits incurred by the other party's failure to comply with applicable
laws or properly to handle and account for same.
6.07. Conditions Precedent to Obligations of Purchaser. All of
Purchaser's obligations to acquire the Retirement Center and make the
deliveries and payments contemplated by this Section 6 are subject to the
fulfillment prior to or at the Closing of all material conditions contained
in this Agreement, including but not limited to, the following conditions,
any one or more of which Purchaser may waive in writing in whole or in
part:
(a) Deliveries. The delivery to Purchaser of those items
listed in Section 6.03.
(b) Governmental Consents Obtained or Requirements
Satisfied. All authorizations, consents and approvals of any
governmental or public unit, agency, body, authority or
governmental or public official or entity necessary for the valid
consummation of the transactions contemplated by (and compliance
with or performance under) this Agreement shall have been
obtained and shall be in full force and effect, including any
required consents.
(c) No Challenge to Transaction. No injunction (temporary
or permanent) shall have been issued against Seller or Purchaser
enjoining the consummation of the transactions contemplated by
this Agreement, and no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened
or proposed by any governmental or public unit, agency, body,
authority or other governmental or public officer or entity
before any court, governmental or public unit, agency, body or
authority or legislative body that has not been withdrawn,
dismissed, rescinded, dissolved or otherwise eliminated on or
before the Closing Date, to enjoin, restrain, delay, prohibit or
obtain damages with respect to, or which is related to, or arises
out of, this Agreement or the consummation of the transactions
contemplated by this Agreement.
(d) Consents and Releases Received. Except as provided in
(b) above, all consents reasonably necessary to complete this
transaction shall have been obtained by Seller. Except for the
Permitted Title Exceptions or as provided herein, all liens on
the Real Property and Personal Property shall have been released
in full and UCC termination statements shall have been filed or
delivered for filing as appropriate. Purchaser shall have
received consents or agreements from all parties other than
Seller that all contractual arrangements with Seller shall
continue unaltered in all material respects; provided, however,
that such consents shall be required only if the failure to
obtain such consent would, in the reasonable determination of
Purchaser, have a material adverse effect on the business,
financial condition or results of operations of the Retirement
Center.
(e) Title Binder. Purchaser shall have obtained with
respect to Real Property (including, but not limited to, the
Land) a commitment for an owner's title insurance policy with
extended coverages issued in the name of Purchaser and its
successors and assigns by the Title Company (i) insuring the
title to such Real Property (in a total aggregate amount equal to
the Purchase Price at regular rates, including examination costs)
as good, valid and marketable title free and clear of all liens,
encumbrances and exceptions other the Permitted Title Exceptions;
and (ii) containing no material survey exceptions or exclusions
from coverage that indicate that Purchaser will not be able to
operate the Retirement Center after the Closing in the manner in
which it is currently being operated, and containing such
endorsements as Purchaser may reasonably require and as may be
customarily made available by the Title Company under standard
underwriting criteria at nominal premium cost or at a premium
cost paid solely by Purchaser.
(f) Casualty Losses. On or prior to the time of Closing,
the Retirement Center shall not have sustained any loss, whether
or not insured, by reason of physical damage to the Retirement
Center caused by fire, flood, accident, explosions or other
calamity.
(g) Insurance. Polices of insurance relating to the
Retirement Center, in form and substance reasonably satisfactory
to Purchaser, shall have been obtained by Purchaser. Purchaser
agrees to use its reasonable efforts to obtain appropriate
insurance prior to the Closing Date.
(h) No Material Adverse Change. During the period prior to
the Closing Date, no information shall have come to the attention
of Purchaser (including information required from Seller pursuant
to Section 3.26 hereof) (i) reasonably indicating or suggesting
that the financial information regarding the Retirement Center
and Seller is in any material respect incorrect or incomplete,
(ii) which in Purchaser's reasonable judgment adversely affects
the Retirement Center or (iii) affecting Seller's ability to
consummate the transactions contemplated by this Agreement in
accordance with the terms hereof.
(i) Accuracy of Representations, Warranties and Covenants. The
representations and warranties of Seller in this Agreement shall be
true and correct as of the date when made, and shall be updated and
true and correct as of the Closing as though such representations and
warranties were made again on that date and Seller shall have
performed or complied with all obligations, covenants and agreements
with which Seller is required by this Agreement to perform or comply
on or before the Closing.
6.08. Cost of Recording. Seller shall pay the cost of recording any
deed and any documentary stamps, transfer tax, or other similar tax
relating to such deed.
6.09. Deliveries by Purchaser. Purchaser hereby agrees to, and
shall, deliver and pay or to cause to be delivered and paid to Seller all
items required to be delivered or paid, in including, without limitation,
the following:
(a) Purchase Price. The Purchase Price as set forth in
Section 2.01 hereof.
(b) Other Documents. Such other documents, certificates
and instruments as the Seller or the Title Company may reasonably
and timely request in order to document more effectively the
transactions contemplated by this Agreement or to evidence the
compliance by Purchaser with any condition of this Agreement.
6.10. Conditions Precedent to Obligations of Seller. All of the
obligations of Seller to make the deliveries contemplated by this Section 6
are subject to the fulfillment prior to or at the Closing of each of the
following conditions, any one or more of which Seller may waive in writing
in whole or in part:
(a) Accuracy of Representations, Warranties and Covenants.
The representations and warranties of Purchaser in this Agreement
shall be true and correct as of the date when made, and shall be
updated and true and correct as of the Closing as though such
representations and warranties were made again on that date and
Purchaser shall have performed or complied with all obligations,
covenants and agreements with which Purchaser is required by this
Agreement to perform or comply on or before the Closing.
(b) Consents Obtained or Requirements Satisfied. All
authorizations, consents and approvals of any third party,
including without limitation any governmental or public unit,
agency, body, authority or other governmental or public official
or entity necessary for the valid consummation of the
transactions contemplated by (and compliance with or performance
under) this Agreement shall have been obtained and shall be in
full force and effect.
(c) Purchase Price. Purchaser shall have delivered to
Seller the Purchase Price in the manner described in Section 6.09
hereof.
(d) Deliveries. The Purchaser shall have delivered to
Seller those other items listed in Section 6.09 hereof, in form
and substance reasonably satisfactory to Seller.
(e) No Challenge to Transaction. No injunction (temporary
or permanent) shall have been issued against Seller or Purchaser
enjoining the consummation of the transactions contemplated by
this Agreement, and no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened
or proposed by any governmental or public unit, agency, body,
authority or other governmental or public officer or entity
before any court, governmental or public unit, agency, body or
authority or legislative body that has not been withdrawn,
dismissed, rescinded, dissolved or otherwise eliminated on or
before the Closing Date, to enjoin, restrain, delay, prohibit or
obtain damages with respect to, which is related to, or arises
out of, this Agreement or the consummation of the transactions
contemplated by this Agreement.
(f) No Material Adverse Change. During the period prior to
the Closing Date, no information shall have come to the attention
of Seller indicating or suggesting that the ownership or
operation of the Retirement Center by Purchaser, in the
reasonable judgment of Seller, would be illegal.
SECTION 7. CONDEMNATION, RISK OF LOSS.
7.01. Condemnation. In the event of the imminent threat or
institution of any proceedings, judicial, administrative or otherwise,
which shall relate to the proposed taking of any portion of the Retirement
Center by eminent domain prior to Closing, Purchaser shall have the right
and option to terminate this Agreement at any time prior to Closing by
giving the Seller written notice to such effect. Seller hereby agrees to
furnish Purchaser written notification with respect to such events of
taking within three (3) days from Seller's receipt of any notification of
such events. If Purchaser should decide to terminate this Agreement due to
such proposed taking, the parties hereto shall be released from their
respective obligations and liabilities hereunder and the Earnest Money
Deposit and any interest thereon shall be returned to Purchaser.
In the event Purchaser does not elect to terminate this Agreement
because of such taking, at the Closing hereof, Seller shall assign to
Purchaser all its right, title and interest in and to any proceeds arising
out of such taking.
7.02. Risk of Loss. Risk of loss with respect to the Retirement
Center is assumed by Seller until Closing. In the event that the
Retirement Center is substantially damaged by fire or other casualty prior
to the Closing of this transaction, Purchaser, at its option, may:
(a) Elect to terminate this Agreement upon giving written
notice of such termination to Seller, whereupon the parties
hereto shall be released from their respective obligations
hereunder, or
(b) Elect to close the sale, whereupon Purchaser shall be
entitled to a reduction in the Purchase Price equal to the cost
to repair such damage to the like condition existing before such
fire or other casualty, less the amount of the insurance proceeds
payable by Seller's insurance company for such fire or other
casualty.
Aggregate damage of $150,000 or more shall be deemed substantial.
If the Retirement Center is damaged by fire or other casualty prior to
Closing and such damages are not substantial, unless the damages are
repaired in full by Seller prior to Closing to Purchaser's reasonable
satisfaction, Purchaser shall Close as provided herein and shall be
entitled to a reduction in the Purchase Price equal to the cost to repair
such unrepaired damages, less the amount of the insurance proceeds payable
by Seller's insurance company for such fire or other casualty.
SECTION 8. INSPECTION.
8.01. Right to Inspect. The Purchaser, or its agents, shall have the
right to inspect, test and survey the physical condition, environmental
condition, structural competency and good working order of the Retirement
Center prior to Closing.
8.02. Environmental Audits; Surveys. Commencing upon the date of
this Agreement and extending through Closing hereunder, Purchaser shall
have the right to enter the Retirement Center personally or through agents,
employees and contractors for the purpose of making appraisals, as built
and topographical surveys of same, soil tests, environmental tests,
structural tests and in general making tests, analyses and investigations
of the Retirement Center as Purchaser may reasonably determine.
8.03. Inspection of Records. At all times prior to Closing, all
Leases, books or records of Seller pertaining to the Retirement Center may
be inspected by Purchaser at the Retirement Center, and, upon request,
Purchaser shall be supplied with copies thereof by Seller.
8.04. Terms and Conditions of Inspections. Any inspections
conducted pursuant to this Section 8 shall be at any time subject to the
following terms and conditions:
(a) Seller shall have received reasonable advance notice
thereof;
(b) No such inspection shall interfere with the normal
day-to-day operation of the Retirement Center; and
(c) No due diligence objection or other objection to
Closing shall be raised by Purchaser after two business days
after the receipt of the survey; provided, however, that
Purchaser shall have until January 26, 1995 to object to
environmental conditions set forth in the Environmental Report.
SECTION 9. TERMINATION.
9.01. Circumstances of Termination. This Agreement may be terminated
in either of the following circumstances:
(a) The conditions to the Agreement in Section 5 or Section
8 are not satisfied within the times provided in such sections or
the termination circumstances as set forth in Sections 7.01, 7.02
and 13 occur; or
(b) The Closing begins or would otherwise occur and
Purchaser is not obligated to close pursuant to Section 6.07 or
Seller is not obligated to close pursuant to Section 6.10.
9.02. Effect of Termination. If this Agreement is terminated
pursuant to Section 9.01(a), this Agreement shall be deemed thenceforth
null and void and no party hereto shall have any obligation or liability by
reason of this Agreement, except as specifically provided herein (including
the remedies set forth in Section 9.03 hereof).
9.03. Damages Upon Termination. If Purchaser fails to tender the
Purchase Price to Seller at the Closing or fails to perform as required
herein, Seller shall be entitled to receive the Earnest Money Deposit and
any interest thereon as Seller's full liquidated damages, and not as a
penalty, whereupon this Agreement shall immediately terminate and be of no
further force or effect, it being expressly understood by Purchaser that
the extent of Seller's damages in such circumstances is not reasonably
capable of being accurately ascertained. If Seller fails to perform as
required herein, Purchaser shall receive the Earnest Money Deposit and any
interest thereon and have all rights or remedies available to it under law
or at equity, including, but not limited to specific performance.
SECTION 10. BROKER'S COMMISSION.
Each of Purchaser and Seller warrants to the other that there are no
brokers, finders or other consultants acting on behalf of, or at the
request of, Purchaser or Seller in this transaction. Seller shall
indemnify and hold Purchaser harmless from and against the claims of all
persons or entities who claim commissions through Seller for real estate
brokerage fees or commissions or any other fees arising out of the sale
and purchase of the Retirement Center or the transactions contemplated
hereby. Purchaser shall indemnify and hold Seller harmless from and
against the claims of all persons or entities who claim commissions through
Purchaser for real estate brokerage fees or commissions or any other fees
arising out of the purchase or sale of the Retirement Center or the
transactions contemplated hereby.
SECTION 11. ASSIGNMENT AND APPROVAL.
Either Seller or Purchaser may assign its rights and obligations
hereunder or any part thereof to any affiliated person, firm, limited
partnership or corporation, including an entity to be formed hereafter,
without the prior written consent of the other party, provided that such
assigning party shall give the other party written notice of such
assignment, and such assignee shall assume the assignor's obligations
hereunder in writing.
SECTION 12. NOTICES.
All notices, demands or requests provided for or permitted to be given
pursuant to this Agreement must be in writing. If not otherwise provided
hereunder, all notices, demands or requests to be sent to any party hereto,
or any assignee or any party, shall be deemed to have been properly given
or served by delivering same personally to each party or by sending same by
telecopy (receipt confirmed) or overnight delivery or certified mail
addressed to such party at the following addresses or telecopy number:
To Purchaser: Life Care Centers of America, Inc.
3570 Keith Street, N.W.
P. O. Box 3480
Cleveland, Tennessee 37320-3480
Attention: Forrest L. Preston
Telecopy Number: (615) 339-8339
With a copy to: Life Care Centers of America, Inc.
3570 Keith Street, N.W.
P. O. Box 3480
Cleveland, Tennessee 37320-3480
Attention: D. Whitten Joyner, Esq.
General Counsel
Telecopy Number: (615) 339-8339
To Seller: Consolidated Resources Health Care Fund VI
7000 Central Parkway, Suite 970
Atlanta, Georgia 30328
Attention: Alan C. Dahl
Telecopy Number: (404) 395-9776
With a copy to: Nelson Mullins Riley & Scarborough, L.L.P.
400 Colony Square, Suite 2200
1201 Peachtree Street
Atlanta, Georgia 30361
Attention: Paul A. Quiros, Esquire
Telecopy Number: (404) 817-6050
SECTION 13. MISCELLANEOUS.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective executors, administrators, legal
representatives, and permitted successors and assigns. All of the
representations, warranties, covenants, terms and conditions of this
Agreement shall survive the Closing for a period of one (1) year hereafter,
and shall not be merged into the Deed. If all or any portion of any of the
provisions of this Agreement shall be declared invalid by laws applicable
thereto, then the performance of such offending provision shall be excused
by the parties hereto; provided, however, that, if the performance of such
excused provision materially affects any aspect of this transaction, then
the party for whose benefit such excused provision was inserted in this
Agreement shall have the right, exercisable by written notice given to the
other party within five (5) days after such provision is so declared
invalid and prior to Closing, to terminate this Agreement; whereupon this
Agreement shall be null and void. The titles or captions of the provisions
of this Agreement are merely descriptive and are not representations of
matters included in or excluded from such provisions. This Agreement and
the agreements contemplated herein constitute the sole and entire agreement
between the parties hereto with respect to the subject matter hereof, and
no modification hereof shall be binding unless set forth in writing and
signed by all parties hereto. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of
Georgia (without regard to its rules of conflicts of laws). Where the
context so requires or permits, the use of the singular form includes the
plural, and the use of the plural form includes the singular, and the use
of any gender includes any and all genders.
SECTION 14. ASSUMPTION OF SELLER'S OBLIGATIONS TO LESSEES.
Purchaser shall assume the obligations of Seller to provide future
services to all current Lessees under the Leases or other contracts
relating to the Retirement Center. Any prepayments by Lessees for services
to be rendered shall be prorated as of the Closing Date.
SECTION 15. SELLER'S OBLIGATION WITH RESPECT TO EMPLOYEES.
Seller shall prepare and file all returns required for state and
federal taxes which are due on or before the Closing Date, including but
not limited to unemployment, social security and withholding taxes. Seller
shall pay to Purchaser (by means of a credit to Purchaser of amounts owed
to Seller) the amount for all current wages payable to employees through
the Closing Date and taxes with respect thereto, and shall pay to Purchaser
all amounts necessary to discharge any and all accrued and/or earned fringe
benefits including, without limitation, vacation pay or sick leave,
retirement benefits and disability benefits to which employees may be
entitled as of the Closing Date. As of the Closing Date, Seller shall
provide to Purchaser at the Retirement Center a current list of any and all
such amounts due employees certified by a responsible officer of the
general partner of Seller.
SECTION 16. RECORDS AND FUNDS.
As of the Closing Date, Seller shall deliver to Purchaser at the
Retirement Center all records with respect to the business conducted in
connection with the Retirement Center, which records Purchaser shall
maintain and make reasonably available to Seller for one (1) year after the
Closing Date, and Seller shall provide Purchaser with an updated accounting
of all Deposits held by Seller and shall deliver such funds to Purchaser at
Closing or Seller shall credit Purchaser for such amounts at Closing.
SECTION 17. LIABILITIES.
Except as specifically provided in this Agreement and the agreements
contemplated herein and as provided in the existing Management Agreement
between Seller and Purchaser, Purchaser shall assume no liabilities of any
kind or nature of Seller or any liabilities of any kind or nature arising
out of the business conducted with respect to the Retirement Center prior
to the Closing Date.
SECTION 18. RENTS.
On or after the Closing Date, Purchaser shall use its reasonable
efforts to collect all payments of rent arising from the Retirement Center
prior to the Closing Date. All such rents shall be remitted to Seller, if
such rents are attributable to the time period on or prior to the Closing
Date, and shall be retained by Purchaser, if such rents are attributable to
the time period after the Closing Date. All rents received by Purchaser
after the Closing Date shall be applied first to any rents owing to Seller
for the time period on or prior to the Closing Date; and then to any rents
owed to Purchaser arising after the Closing Date. Purchaser shall have no
interest in rents due to Seller arising from the time period on or prior to
the Closing Date, and Seller shall have no interest in rents due to
Purchaser arising after the Closing Date. For one year after Closing,
Purchaser shall provide monthly reports to Seller concerning rent payments
arising from the period of time on or prior to the Closing Date, such
reports to be accompanied by payment of any amounts received by Purchaser
and not previously paid to Seller. Thereafter, Purchaser shall provide
such periodic reports as shall be agreed by the parties, such reports to be
accompanied by payment of any amounts received by Purchaser and not
previously paid to Seller.
SECTION 19. TRANSFER OF THE TRADE NAME "HIGHLAND COVE RETIREMENT CENTER".
At Closing, Seller shall assign any and all of its right, title and
interest in and to the trade name "Highland Cove Retirement Center" to
Purchaser.
SECTION 20. CASH AND CASH EQUIVALENTS NOT INCLUDED.
Seller shall not convey to Purchaser Seller's right, title and
interest in and to any cash or cash equivalents with respect to the
Retirement Center.
SECTION 21. DELIVERY.
To the extent Seller is obligated to deliver records or other items to
Purchaser as of the Closing and such items would be cumbersome or
unreasonable to remove from the Retirement Center, such delivery shall be
made at the Retirement Center, regardless of the location of the remainder
of the Closing.
SECTION 22. EXHIBITS.
The parties shall have until January 25, 1995, to agree upon all
information to be filed as a part of the Exhibits to this Agreement.
Failure of the parties to so agree by such date shall entitle either party
to terminate this Agreement by giving written notice to such effect prior
to Closing.
SECTION 23. REMEDIES NOT LIMITED TO REAL AND PERSONAL
PROPERTY.
The parties shall have all legal and equitable remedies available to
the for breach of this Agreement and shall not be limited to the collateral
of the Real Property and Personal Property except as provided in Section
9.03 hereof.
SECTION 24. MANAGEMENT CONTRACT.
The management contract between Purchaser and Seller will terminate as
of the Closing Date. Within forty-five (45) days after Closing, Seller and
Purchaser will make all final adjustments, complete all reports and close
the books and records maintained by Purchaser, as manager, regarding the
Retirement Center. If such final adjustments require the payment of monies
by one party to the other, such payment shall be made within five (5) days
following such final adjustment.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase and
Sale Agreement the day and year first hereinabove written.
"SELLER"
CONSOLIDATED RESOURCES HEALTH CARE FUND VI
By: WelCare Service Corporation-VI,
Its Managing General Partner
By: /s/ Alan C. Dahl
Alan C. Dahl, Vice President
"PURCHASER"
LIFE CARE CENTERS OF AMERICA, INC.
By: /s/ John P. O'Brien, Jr.
John P. O'Brien, Jr., Vice President
